Yu-Gi-Oh! My Little Duel Monsters
by supersaiyanmikito
Summary: Two heroes have been summoned to the land of Equestria and now harmony hangs in the balance when an ancient evil threatens to plunge Equestria into darkness. What is Celestia's connection to this new threat and how does Duel Monsters fit in? Are their two worlds really that much different? (Set during Season 2 after Return of Harmony)
1. A New World

**This is actually a story I started a long time ago and uploaded to FIMFiction. The story has been through several delays and has taken a long time to get as far as it is. Because of when I started this story takes place during Season 2 after Return of Harmony. The story is still undergoing revisions and I will upload each chapter over time only after final revisions have been made to them.**

* * *

 **Chapter 1 – A New World**

It was a nice summer day in Domino City. The sun was bright, people were going to and from work and of course, the everyday 'Duel Monsters battle to the finish!'

"It won't be long now until your title is finally mine Yugi; you don't stand a chance this time. You're down to your last 700 life points with no monsters on the field and I have my Blue-Eyes White Dragon out on the field. You can't win!"

 **Blue-Eyes White Dragon  
** **[ Level 8 / ATK: 3000 ]**

 **Seto Kaiba  
** **[ LP: 2400 ]**

 **Yugi Moto  
** **[ LP: 700 ]**

Yugi Moto; currently Yami; and Seto Kaiba, Domino City's biggest rivals were having another battle to determine who was better. Kaiba had set the match to take place on the second biggest building in the city, second to KaibaCorp headquarters. Their battle overlooked the entire city.

"Don't be so sure Kaiba! It's my move!" Yugi placed two fingers and the top of his deck and dramatically drew his next card. He then slowly turned the card over so he could see it. "Alright Kaiba, watch this! I activate my first face down card, Pitch Black Power Stone!" Yugi pressed one of the buttons of the back of his Duel Disk, causing a face down card to slowly flip up revealing a trap card. "This card gives me access to 3 extra Spell Counters."

"HA! A couple measly Spell Counters aren't going to help you!" Kaiba was always arrogant. He never realized when he was beat. "If that's your best then I suggest giving up now."

"You thought that was all?"

"What are you planning!?"

"I activate my other face down, Miracle Restoring!"

"OH NO!"

"Oh yes… By removing 2 Spell Counters from my Pitch-Black Power Stone, I can summon the Dark Magician that is in my graveyard..." The stone began to glow. "Now come forth my monster!" The blue sphere created by Yugi's Miracle Restoring card exploded in a large blinding yellow light. When the light cleared, a new monster stood on Yugi's side of the field. "Come out my Dark Magician!" The monster was well known as Yugi Moto's signature monster, a staff wielding wizard wearing purple armor and a large pointed hat.

 **Dark Magician  
** **[ Level 7 / ATK: 2500 ]**

"Yugi, I won't let you defeat me again!"

"Sorry Kaiba, but I already have duel in the palm of my hand." Yugi took the last card he was holding in his hand and slid it into one of the slots on the back of his Duel Disk. "I activate Polymerization to merge my reborn Dark Magician with the Buster Blader in my hand!" Yugi's final card flipped up and moved in between Yugi's Dark Magician and Buster Blader. The two monsters started swirling together into a weird vortex as look of utter fear appeared in Kaiba's eyes as though looking into the eyes of Death himself. He knew what was coming. "Now I summon Dark Paladin, the ultimate wizard! There was another explosion as a single monster with an appearance similar to Dark Magician but his armor was blue with a red trim and he was wielding a long bladed staff. He twirled the staff several times up above his head before slamming the end on the ground sending out a mass of shockwaves. The force nearly pushed Kaiba off the building.

 **Dark Paladin  
** **[ Level 8 / ATK: 2900 ]**

"I know you have experienced with this monster in the past Kaiba..." Yugi was right. This was the same monster he used to defeat him in the Battle City finals. Kaiba would never forget that battle. The day where he lost his Egyptian God card and the day where he and Yugi were sent back in time to find Egypt in ruins. "As you know, Dark Paladin gains 500 attack points for every dragon on the field and in the graveyard. You have 4 dragons in your graveyard plus the Blue-Eyes White Dragon on your field. That means my Paladin gains 2500 attack points!"

 **Dark Paladin  
** **[ ATK: 2900 → 5400 ]**

Kaiba suddenly lost all confidence. "But that is enough to-"

"Take out the rest your life points... Now my Paladin, attack and destroy his Blue-Eyes White Dragon!"

Kaiba began to yell out in anger like he always does. "I won't let you win again, especially not with same monster! I activate my face down card, Enemy Controller!" A giant video game controller appeared in front of Kaiba head. "Go controller, Up, down, left, right, B, A!" The button pressed themselves down as Kaiba called of the inputs.

"Kaiba, don't you realize that cheating gets you nowhere?" Yugi's sarcastic remark only made Kaiba angry. "By discarding a card from my hand, my Paladin is able to negate your magic card." Yugi plucked out a card from his hand and slid it into the open slot on the front of the Duel Disk.

"NO! THAT'S IMPOSSIBLE!" Dark Paladin blasted the controller, turning it into a smoldering pile of plastic.

"Face it Kaiba, you've lost..." Dark Paladin held his staff up high yelling a battle cry. "Dark Paladin, attack Kaiba's Blue-Eyes and end this duel!" Dark Paladin twirled his staff before slamming it against the ground. The impact sent out a massive blade-like shockwave that sliced through the ground leaving a large line behind it.

"NOOOOOOOOOOOOOO!" The wave passed through Kaiba's dragon cutting him in half like butter. Kaiba stood there holding his arm in front of his face trying to block out the smoke that was covering the field. The massive explosion could be seen the city streets.

 **Seto Kaiba  
** **[ LP: 2400 → 0 ]**

"It's finished..." The wizard standing on Yugi's side quickly vanished and Yugi retracted his Duel Disk into its off state. He walked up to Kaiba who was now on one knee.

"Why? Why can I never defeat you?"

"No matter how many times you ask, the answer will always be the same."

"Yah yah, the heart of the cards and all that junk..." Kaiba stood back up looking down at Yugi.

"Until you can truly grasp the heart of the cards, you'll never win. You let you're jealousy and arrogance cloud you're mind."

"Listen Yugi, I don't need any of your magic mumbo jumbo in order to win. I am a champion duelist, and eventually I will defeat you and claim what is rightfully mine."

"Kaiba..." Yugi had some frustration in his voice.

"Enough..." Kaiba rose back to his feet again and towered over Yugi. "I'm not going to listen to your garbage anymore. Since I did drag you up here I am willing to give you a ride but I want to hear no more heart of the card crap."

"Alright, I accept your offer." A helicopter with the logo 'KC' on the side appeared in the distance. It came and touched down on the building. Roland, Kaiba's right-hand man signaled for the two to get on.

"This is our ride Yugi. Better get on now, I'm not waiting for you." Kaiba and Yugi hopped into the chopper and set off. The trip was pretty standard, for a while anyway... Yugi spent the trip staring outside the window, not really focused on anything. Then he looked up at the sun that was almost completely set on the horizon.

 _"Yugi…"_

"Huh?" Yugi was a bit startled. He looked back at Kaiba who was looking out the other window. He was not paying him any attention. He looked back outside at the sun again. "That was strange…" While he looked out the window, he noticed something odd about the sun. He tried to focus in on but all he could make out was a very faint figure. It had wings and what looked like to be a pointed head.

"Yugi? Hey Yugi..." Kaiba held out his arm and snapped his fingers a couples times. "Hello? Is anybody in there?"

"Huh?" he turned back to Kaiba.

"It looked like you were in a trance or something. I guess that is pretty normal for you though."

"I thought I heard a voice…"

"Not again..."

"I'm being serious Kaiba. It sounded like someone was calling for me and I thought I saw some image in the sun."

"You know staring at the sun is not healthy for your eyesight?"

"Hmm…" Yugi reached into his deck box and pulled out three cards, Slifer the Sky Dragon, Obelisk the Tormentor and the Winged Dragon of Ra. He stared at them for a short bit. _'Could this be somehow connected to the god cards? Or perhaps…'_ He looked down at the Puzzle hanging around his neck. _'Perhaps it's something inside my Millennium Puzzle?'_ Suddenly, his puzzle and the god card in his hand started to glow. "What the?"

"Yugi, what's with light show!?"

"I don't know. The gods are reacting for some reason!" _'Does it have something to do with the voice I heard?'_ It was bright. They couldn't see anything but each other.

"This better not be another trick, Yugi!"

"I'm not doing this Kaiba! The gods are doing this on their own!"

The chopper rocked and shook. Roland was having trouble keeping the chopper stable. "Mr. Kaiba, what is going on back there!?" He tried looking back but even his sunglasses didn't stop the bright light. He gripped onto the controls and tried to stabilize the spinning chopper; it took a few seconds but he eventually got things back on track. He sighed and wiped the sweat off his face. He activated the autopilot and stepped back where Yugi and Kaiba were. Only now they were nowhere to be found. "Uh… Mr. Moto? Mr. Kaiba? Anyone?" He was completely alone. "Oh boy, Mokuba is not going to be pleased when he hears about this…"

* * *

Yugi and Kaiba found themselves falling in the center of a large blue and orange vortex. Neither of them had any idea what was going on. Yugi looked over towards Kaiba who was yelling and looking down into the void below. Kaiba seemed to flash blue for a fraction of a second. Yugi wasn't sure but it felt like the blue aura was making the shape of something. Yugi suddenly flashed purple, just like Kaiba did. The edge of the vortex was very slightly transparent; Yugi could see what looked like mountains and landscapes outside. As he looked down into the black void below him, a pair of red eyes looked back at him. The faint shape of a pair of wings came into view before he blacked out.

* * *

Seto Kaiba awoke with a splitting headache and no idea of what just happened. He slowly opened his eyes to see he was in some kind of hospital. A feeling of relief fell over him knowing he was still alive. He's already lost his soul twice, once by Pegasus and again by Dartz, and he didn't want it happening again. However something was off. He felt a little uncomfortable in his current position, like there was something on his back.

"I'm glad to see you are awake." Kaiba turned and saw something truly unexpected and terrifying. A small white horse standing next to the bed... Talking to him!

"What the!? What are you!?" Kaiba jumped at the sight of this thing. "What is going on!? Where am I!?"

"I thought you would react this way. Your friend was the same when he learned he was a pony."

Kaiba thought for a second before responding. "When he learned he was a-" Kaiba looked down at his hands... or at least what was left of them. His hands were flat like hooves and he had grown wings that were sticking out through holes in his shirt. He had a dark blue coat and a brown mane that resembled his normal hair. "WHAT DID YOU DO TO ME!?" He charged at the horse nurse and grabbed her. "You better tell me what is going on here!?"

"Just go into the waiting room. Your friend will explain everything."

"You better be right." Kaiba released the pony and slowly trotted out of the room, eyeing the weird white pony that stood by the bed. As Kaiba left the room, he saw a violet-color pony with spiky black and yellow hair and a blue jacket. "YUGI!" Yugi turned around; his eyes were now innocent and hair was not as spiky as before. "You better explain to me what's going on here RIGHT NOW! This better not be one of your pathetic illusions.

"Well…I'm not really sure myself. I pretty much had the same experience you did." Yugi voice had also changed, making him sound like a child.

Kaiba groaned. "First I'm sucked up by some bright light then I wake up to find out I have been turned into some idiotic cartoon horse! This is downright humiliating!"

"At least we are not alone." Yugi looked around the hospital waiting. There were no humans at all; just ponies of many different colors. Some ponies had wings, some had horns and some had neither. "Wherever we are, these horses seem to act just like the humans in our world. I haven't seen a single human since we got here."

"How do I know we were not just thrown into another digital realm like before?"

Yugi looked down at his hooves. "That is a good point but somehow I don't think that is case. We have newly shaped bodies but I still feel… Me… If you understand what I am saying."

"Well I refuse to stay in some little town that looks like it's from a cartoon made for girls. There is no way this is real!"

"Kaiba please, we need to focus. There must be somebody here who can help us."

About that time, a lavender horned pony come in through the front door and approached the receptionist. "Hello, I was informed you recently had a couple odd ponies come in, a purple unicorn and a blue pegasus." The mare pointed over towards Yugi and Kaiba. "Thank you Miss." The horned pony approached them. "Hello."

"Hi?" Yugi replied reluctantly. "Do you know us?"

"I got a letter telling me to head over to the Ponyville Hospital to meet a pair of ponies, a purple unicorn pony and a blue pegasus." She looked up at Yugi's head. "Wait a minute, where is your horn? I was told you were a unicorn."

Yugi placed his hoof on his head and felt around. "Well, the nurse said I had a horn when they brought me in but it seems to have mysteriously vanished."

"Strange… Anyway, my name is Twilight Sparkle. What about you?"

"My name is Yugi Moto."

Twilight turned to Kaiba. "And you?"

Kaiba didn't respond too well. "Now you listen here, I am the president of the biggest gaming company in the world and I demand answers as to where we are or I'll face the entire weight of the Kaiba Corporation!"

"Woh Kaiba, calm down..." Yugi interrupted. "She is clearly here to help. The nicest thing you can do is listen to what she has to say. You are here to help us right?"

"Of course!" Twilight peeped. "I wouldn't be where I am today if I didn't help ponies in need."

"Good because needless to say, we are a little lost..."

"That's OK! Why don't you pick up your stuff and we'll head over to my tree house."

"Tree house?" Kaiba questioned. "This is going to be a looooooong day..."

Ignoring Kaiba, Yugi had walked up to front desk and was talking with the pony. "We're here to pick up our stuff. I came in with Duel Disk, a deck of Duel Monster cards and a necklace that looked like pyramid."

The desk attendant raised her eyebrow. "A Duel what now?"

"Oh uh..." He had forgotten that he was in a completely different world, one where Duel Monsters appears to have never been invented. He had to think of something. "It's a round thing with wings-like things you slide into your arm..." The attendant continued to look in disbelief but pulled out a box with Yugi's stuff anyway. "Thank you ma'am." He reached into the box and pulled out his Duel Disk. It took a little effort but he eventually slipped it onto his front left hoof. Next he took his belt and wrapped it around his waist. Luckily his box still had his cards. Finally, he took his Millennium Puzzle and wrapped it around his next. The second he dropped it and it fell on his shoulders, Yugi froze and jerked back with a quick burst of light.

"YUGIOOOOOOOOOOOOOOOH!"

Yugi's hair had spiked outward and a horn spontaneously appeared on his head. "What the, where am I?" Then he looked down at his hooves. "AH, where are my hands!?"

Twilight was confused about what just happened. "Um… Well his horn is back but what exactly is going on?"

 _"Slow down there Yami! Everything is ok."_ Yugi felt an arm on his shoulder. It was Yugi's spirit standing behind him that only he could see.

 _"Yugi? What exactly is going on?"_

 _"Well that's what I am trying to figure out Yami. From what I can tell, we have been transported to another world and we have become some kind of miniature horse called a pony."_

 _"Well that would explain what that weird light did but why are we ponies?"_

 _"Hmm... Maybe ponies are the dominant species in this world? They seem to do everything humans do back in our world."_ Yugi pointed his hoof over to the lavender unicorn. _"That is Twilight Sparkle. I think she wants to help us out and she seems nice enough."_

 _"You mean that purple one standing by... Standing by... Is that? Is that Kaiba?"_

 _"Yeah, needless to say he is a little disgruntled right now..."_ Yugi looked back at the Pharaoh and looked him over. He looked pretty much the same as him just slightly different hair and a horn. _"Oh, so THAT is what happened to my horn!"_

Yami was confused. Using his hoof, he felt his forehead. Sure enough, there was a little stump sticking a few inches out of his head. _"Huh, would you look at that."_ As he touched it, a golden spark shot out. _"Oh, it's magic…"_

 _"Maybe that is why you have a horn and I don't. You have a history with magic and I am just a normal person."_

 _"Interesting… So what do you propose we do now that we are here?"_

 _"Twilight said she would take us to her home. She didn't say anything about what is going on but she is the only lead we have."_

 _"I guess it's better than nothing…"_ Yugi vanished and Yami approached Twilight.

"What was that all about?" Twilight asked. "First you grow a horn and then you begin talking to yourself. What is going on here?"

"Huh… I guess I have quite a bit to explain…"

* * *

Yugi, Kaiba and Twilight headed though Ponyville towards Twilight's home. On the way, Yugi tried to explain the situation between him and the real Yugi. "So you see, I am a completely different person then who you met back at the hospital. Yugi and I share a body and we can swap at will."

"So what is your name then?" Twilight asked.

Yugi stopped for a moment. "Well, I don't actually know..."

"I don't follow…"

"There is a lot about my past I don't know; all of my memories were lost. All I know is that I am pharaoh from Egypt over 5000 years ago and that I somehow became sealed within this-" Yugi grabbed the puzzle around his neck and showed it to her.

Twilight examined the puzzle. "I've never seen anything like it."

"It's actually one of seven Millennium Items as they are called. This one is the Millennium Puzzle."

"So if you can't remember your name, what do they call you?"

"Most people just continue to call me Yugi since we share a body but I am called Yami or Pharaoh on occasions."

"So, Yami, are you really over 5000 years old?"

"If what I have been told is true then yes."

"That is amazing! You are even older then the Princess!"

"The Princess?"

Twilight nodded. "Princess Celestia, she controls the sun. I'm also her number one student and personal protégé."

Yami's mind stopped. "Can you repeat that? Controls the sun?"

Twilight chuckled at Yami's 'joke'. "It's not like it moves on its own. Who ever thought of a colony where nature controls itself? That's why the Everfree Forest is so weird."

Yugi's spirit appeared again. _"They control nature here?"_ Yugi asked.

 _"This world is quite unusual. I am quite interested to see what else this place has in store. Maybe we will find out the reason we were brought here. I get the feeling our puzzle had nothing to do with us being here."_

 _"Yeah, I have that feeling too. This doesn't seem like anything we have experienced in the past."_

"Hey guys, we're here." interrupted Kaiba. They were now standing in front of a large hollowed out tree. "Well, at least now I can see how the economy of this world is..."

"What's that supposed to mean?" Twilight replied.

"Don't mind Kaiba... He owns KaibaCorp, the biggest gaming company in the world and I imagine he is not exactly happy with the living conditions."

"KaibaCorp? Is that why his cutie mark is a large KC?"

"What the heck is a Cutie mark?" Kaiba asked.

"All ponies have a cutie mark." She pointed to the stars on her flank. "It's supposed to appear on your flank when you discover you're special talent."

"That's... strange..." Kaiba looked over at Yugi's flank. He had a golden eye much like the one that appeared on each of the Millennium items. Suddenly Yugi reverted back to his normal state. His cutie mark changed to a black smiley face.

"How about we go in?" Yugi asked. "It will be nice to get some relax after today…"

"I'll have Spike warm up some tea for us." Twilight pushed open the door. It was completely dark inside. "Huh, Spike must be over at Rarity's place. Now, where is that light switch?"

The light flashed on and a large amount of ponies crowded the 3 ponies in the middle. "SURPRISE!"

"What in the world is going on here?" Kaiba shouted.

"Why it's a party of course." A hyperactive Pink pony came bouncing out of the crowd. She looked like she had too much coffee. "When I heard there were new ponies in town, I knew I had to throw a surprise party because I do that with every pony! But first I had figure out where you were going and I thought "Duh" they are going to Twilight's place because all the new ponies go to Twilight's! So I called everyone in town for a surprise party and here we are now! So, were you surprised? Were you, were you, were you!?" The pink pony stood directly in front of Kaiba, almost making contact with his eyes.

"Get out of my face... or some… pony is going to get hurt..."

"Aww, don't be such a party pooper." She then turned her attention to Yugi. "How about you, what's your name?"

"Pinkie Pie! You couldn't even let them get acquainted before throwing a party?" Twilight yelled.

"Yep..."

"Pinkie Pie, you are so random..."

"Sooooo, are you going to introduce those two?"

"Oh, of course! This here is Yugi Moto and Seto Kaiba. They are from uhhh..."

"Domino City..." Yugi added.

Pinkie Pie began to look at them. She had a weird look in her eyes that he couldn't place his hoof on... "Okie Dokie Loki!"

"I guess since everyone is here already, I'll introduce you to my friends." Twilight asked.

"You do whatever you want." Kaiba replied. "I'll do what I want…"

"Whatever… You already met Pinkie Pie. She is… Interesting… Don't question what she does or how she does it. Trust me; it didn't end well for me. Anyway, let's meet my other friends." Twilight pulled Yugi through the crowd. Yugi found himself in front of 2 new ponies. "Girls, this is Yugi. He is the one Pinkie is throwing this party for."

First one to speak up was the orange earth pony wearing a hat. "Well hello Yugi, my name is Applejack." Yugi shook her hooves. "It's always nice to see new ponies around, at least ones that are not jerks…"

"Um… Yeah…" Yugi replied.

Next a light blue pegasus with rainbow hair stepped up. "My name is Rainbow Dash, best flier in all of Equestria."

Suddenly, Applejack smacked Rainbow over the head. "You just met him. Can't you at least wait before you bragging like that?"

"I don't really mind." Yugi replied. "She reminds of a friend I have back home. He may be a bit of a loudmouth but I know he means well and that he has the potential to do great things."

"You sound like you know a lot about friendship." Twilight replied.

"That's because all my friends and I all share a powerful bond." Yugi raised up his left hoof. "The ink may have faded but we all carry a symbol of our friendship right here on the back of our hands."

"Like a drawing? Is that what you're cutie mark is?"

Yugi looked back at his cutie mark to see the same face Tea had drawn on their hands. "Yep, exactly the same."

"A friendship cutie mark?" Applejack asked. "Now ain't that sumthin. You'll fit in just perfect with us."

Yugi turned back to Twilight who appeared to be looking around. "What is it Twilight?"

"I can't find Rarity or Fluttershy…"

"Oh, they are over there." Rainbow pointed over at the other side of the room where a white unicorn and a yellow pegasus were approaching Kaiba. "They look like they are talking to that blue pegasus over there."

"Oh no, not Kaiba…" Twilight muttered.

Rarity and Fluttershy had approached Kaiba who was in the middle of reading a book. He stopped when he noticed he was being watched. "Can I help you something?"

"Oh, well Pinkie Pie told us you were one of the new ponies in town and I wanted to meet you."

"Well good for you. Now leave me, I don't feel like talking."

"My how rude. We are just trying to welcome you into Ponyville."

"Well it was not my choice to be here. I'd rather be back home. I have a company to manage."

"Oh you run a company? What kind of company."

"A gaming company, the biggest and richest company in the world."

"So you make board games or something?"

"No, we develop software and equipment for the game of Duel Monsters. Now can you please go away?"

"Oh come on, we are just trying to be nice. Can't you at least show us this duel monsters or something."

"You want to see a Duel Monster?"

"Indeed…"

"Alright then…" Kaiba closed his book and stood up and held his left hoof into the air. The wings on his duel disk came out and rotated up connecting at the ends and rotated back down to the outer edge of his arm. He placed his right hoof on his deck. Despite not having fingers, he was somehow able to grip his cards just fine is if he had fingers. "How about I show you my almighty Blue-Eyes White Dragon!?" He held the card up and threw it down onto his duel disk. A large rainbow projection appeared behind him forming a giant creature. Soon the features became clear. It was large white dragon with a round snout and dark blue eyes. It gave an extremely loud roar that got the attention of all the ponies in the party.

"DRAGON!" Pinkie Pie screamed. All the guests suddenly ran for the door trying to get out. In less than a minute, everyone was gone except for Yugi, Kaiba, Twilight, Rainbow, Applejack, Rarity and Fluttershy who was currently hiding behind Rarity in fear.

Yugi approached Kaiba. "Seriously, Kaiba… What did you go and do that for?"

"Hey, she wanted to see a Duel Monster and that's what she got." He remarked sarcastically.

"Couldn't you have shown something a little nicer?" Rarity asked. "You scared Fluttershy half to death."

"What do I care? People are usually in awe to the power of my Blue-Eyes White Dragon."

Yugi sighed and held out his left as his Duel Disk rotated into place. He drew a card from his deck and threw it down. Yugi's ace monster, his Dark Magician materialized in front of him. The cowering Fluttershy opened her eyes to see the large man in purple standing in front of her opposing the scary dragon. "What… Is that?"

Yugi turned back to Fluttershy. "That is my good friend, the Dark Magician."

"Oooh…"

"Hey Yugi…" Twilight interrupted. "Mind telling me what is going on here? Why is there suddenly a dragon and some magician in my library?"

"These are Duel Monsters. It's a game we play back home."

"So is that what the device and cards are for?"

Yugi nodded. "Uh Huh, it's a really famous game back home. It even has some historical importance. I could show you how to play the game if you want."

A pink blur busted in through the door and a grinning Pinkie Pie was now standing in front of Yugi. "Did you say game!?"

"Then it's settled. I'll show you how to play Duel Monster. First thing you need to know is that there are 3 kinds of cards, Magic, Trap and Monster cards…"

Yugi had begun explaining the game to the six ponies sitting around him. It was like teaching Joey all over again. It was quite a nostalgic experience. Maybe, he thought. Maybe this will be quite enjoyable. However, unknown to him, there stood a figure. I hooded pony standing outside watching the action unfold. Pulling up her left forehoof, she raised her Duel Disk, drawing the card from the top of her deck. She stared at it with her violet eyes. "Won't be long now..."


	2. Twisted Darkness

**Chapter 2 – Twisted Darkness**

It had been a good 3 hours since our heroes had arrived in this new world run by ponies. At first it was a bit intimidating teaching a species that never even heard of the game but after teaching them about duel monsters, Yugi had grown quite fond of the six ponies. There was something interesting about them but he couldn't quite figure it out. Either way, it didn't really matter. He needed to find a way back home. He didn't want his friends to worry.

"I think that's about everything there is to know." It took a while but Yugi thought he finally taught them to play. Sadly, they didn't have any extra cards so Yugi just let them use his cards. Twilight seemed to like his Dark Magician, and Fluttershy wouldn't let go of his Kuriboh. It made sense.

"Wow this is a complex game!" Twilight exclaimed. "I wish you had more cards then we could duel."

"Yeah, sorry Twilight, it was quite sudden and I couldn't bring any more cards."

"Ooh ooh! Maybe Kaiba will let us use his!" Pinkie Pie chirped.

Kaiba looked over at her with an irritated glare. "In your dreams..." After a few weird looks, Kaiba went about his business. The light that had pulled them into Equestria also seemed to bring along his suitcase that contained his hidden laptop. His brother Mokuba carried one as well. He thought he could get in contact but to no avail. So instead he decided he would use this time to figure out his current dilemma. "Shouldn't we be trying to find a way back?"

"Awwwwww... You can't go yet... You haven't even done anything yet. You've just seen siting there talking to your suitcase"

"It's a laptop that I've been using to try and find a way back..."

"Well why don't you duel Yugi so we can see a duel?"

Kaiba gave a glare at Yugi. This might be his chance to get back at Yugi. But that wasn't important at the moment. "I already dueled him shortly before we came here. I need to do more research so I can adjust my deck."

"How about us?"

"I don't play with dweebs. Besides, you don't even have any cards."

"She can use mine Kaiba." Yugi interrupted.

"Oh come on!" He was stuck. If Kaiba wanted to get anywhere, he had to duel a... Pony... "Fine, but after this I am done. I don't have time to waste with you losers."

"Great! Now let me fit her." Yugi removed his Duel Disk and fitted it onto Pinkies left arm. Her eyes grew as she gazed at it like a huge diamond. "Alright, you're all set up. Remember what I taught to you."

"Okie dokie loki!" Pinkie Pie bounced away and got into a position several feet away from Kaiba. Kaiba was less than entertained. He was dueling against someone who had never dueled before. This was going to be easy.

"Hey, Pinkie Pie?" Applejack intervened. "Ah know your ich'n for a duel and as much as ah would like to stay, I got some applebuck'n tah do..."

"Oh! Ok!" Pinkie knew that Applejack was a busy pony so she didn't care if she left.

"Come on already!" Kaiba shouted. He held out his Duel Disk. "Projectors launch!" Two small devices this wings darted out the sides of his duel disk. After hitting the ground, the wings retracted and device flipped over releasing a multi-colored light. "Let's duel!"

 **Seto Kaiba  
** **[ LP: 4000 ]**

 **V/S**

 **Pinkie Pie  
** **[ LP: 4000 ]**

* * *

Applejack was approaching Sweet Apple Acre. She could see her little sister Apple Bloom waving to her. "Hey Apple Bloom. I'm back from Pinkie's party."

"How were the new ponies?"

"One was a bit of a jerk but the other was really nice. He showed us this weird game from where he comes from called Duel Monsters."

"Ooh, is it something I can get a cutie mark for!?"

"Well ah don't think the game actually exists here. These ponies come from a faraway place."

"Aw… I would like to at least see what this Duel Monsters thing is…"

"I can arrange that if you want…" Applejack and Apple Bloom turned back to see a strange pony standing outside the gate of the farm. She had a black robe that covered most of her body. All that could be seen was a tiny bit of her light blue legs.

"What do you want?" Applejack asked. Apple Bloom was hiding behind her back hooves.

"What do I want?" She held out her front left hoof through her robe. She had some circular device on her arm. It looked kind of similar to what Yugi and Kaiba were wearing but it was black. A single monster zone shot out from the center and two wings extended out from the sides with two more zones on each wing. The device lit up and five red arrows appeared on the length of the blade. On the circular part, a pair of red eyes and a mouth lit up and a 4000 appeared between the two eyes. "What I want is your soul…"

* * *

"Oh, I wanna go first!" Pinkie placed her hoof on the top her deck and drew her starting hand. "Ooh, how about this one!" Pinkie set her card down on the disk. Her monster began to materialize. Though was had come was not what Yugi had expected. Her monster was nothing but a little brown ball of fuzz. It made a little squeal.

 **Kuriboh  
** **[ Level 1 / ATK: 300 ]**

"Kuriboh…" Yugi groaned as he planted his hoof on his forehead.

"AHHH, it's so adorable!" Fluttershy jumped towards the creature sitting in the field, but instead of grabbing it in a hug, she flew right through it and landed in the dirt. She looked back in confusion. "What happened? Why can't I touch it?

"It's only a hologram." Kaiba explained. "All the monsters in this game are just holograms."

"Oh..." Fluttershy sulked back to her place next to her friends.

"My turn you pink freak!" Kaiba drew he first card. "Let me give you a real lesson about Duel Monsters…"

"But Yugi already taught me how!"

"Well clearly he didn't teach you well enough. If he did, you wouldn't have left such a weak monster on the field undefended, especially in attack mode." Pinkie looked confused. "Now I will show you why… I summon my Lord of Dragons!" Kaiba's monster appeared on the field as a tall man in a blue suit. He was wearing bone armor over his whole body with dragon feet as shoulder pads and a cape.

 **Lord of D.  
** **[ Level 4 / ATK: 1200 ]**

"Now I activate the magic card known as Flute of Summoning Dragons! This allows me to call forth two dragons from my hand and summon them straight to the field."

"Oh no!" Yugi yelled.

Kaiba's Lord of Dragons grabbed a hold of the flute and blew into it. "And now use my flute to summon the two Blue-Eyes White Dragons from my hand!" A pair of white lightning bolts rained from the sky striking the ground. The lightning bolts then formed into two copies of the same dragon that appeared in the library earlier that day.

 **Blue-Eyes White Dragon (x2)  
** **[ Level 8 / ATK: 3000 ]  
** **[ Level 8 / ATK: 3000 ]**

"Blue-Eyes White Dragon number 1; attack her puffball with your White Lightning Attack!" Kaiba's Blue-Eyes opened its mouth and charged a white ball of electricity. The dragon unleashed a humongous energy beam that blasted through Pinkie's Kuriboh shattering it like glass and flew towards Pinkie.

"YIKES!" Pinkie ducked down covering her head as the blast hit her. She didn't feel any pain but it fell like being pushed by a windstorm. After it was over, she looked up confused. "Wait, what happened?"

 **Pinkie Pie  
** **[ LP: 4000 → 1300 ]**

"The monsters are only holograms remember? None of it is real…"

"Oh yeah, right!" Pinkie regained her Cherie look.

"Now go, my second Blue-Eyes, wipe her rest of her Life Points!" The second dragon did the same as first. This time the beam went straight for her directly.

 **Pinkie Pie  
** **[ LP: 1300 → 0 ]**

"Aw, it's over already?"

"Well that was fast." Twilight stating the obvious. "We didn't even see the duel. It was over on the first turn."

"She clearly had no idea what she was doing." Kaiba responded

"You didn't even give her a chance!"

"You're not supposed to let your opponent get a chance."

"Break it up!" Yugi interrupted. "Don't listen to Kaiba, he just really competitive."

"Yeah but still..."

Suddenly, there was a loud bang that echoed through the sky. "Huh? What was that?" Everypony turned to see dark clouds forming over Sweet Apple Acres.

"What's going on?" Twilight asked.

"I don't know..." They're questions were answered when a large monster began rising from the ground. It was visible all the way from the library. It was humongous, as big as Canterlot Castle. It was a blue creature with spiked shoulders and had a few large horns on its head.

"Yugi, are my eyes deceiving me or is that Obelisk the Tormentor!?" Kaiba questioned.

"Yes but... That's impossible. There is only one copy of Obelisk and I have him!" Yugi reaches for his deck box on his belt pull out his deck spreading it in front of him. He skimmed through his cards and gave a look of horror. "No… no no no!" He skimmed through his deck several more times.

"Don't tell me you lost him!"

"Not just him, Slifer the Sky Dragon and The Winged Dragon of Ra are missing as well. Someone must have stolen them from my deck while we were in the hospital."

"Hey Yugi." Twilight asked. "What exactly is the problem? I thought Kaiba said Duel Monsters are not real."

"Not these cards Twilight. Obelisk the Tormentor, Slifer the Sky Dragon and The Winged Dragon of Ra are not normal cards. They are known as the Egyptian God Cards and they hold a power far greater than any mortal can possibly imagine. In the wrong hands they can cause irreversible damage to anyone unfortunate enough to face one of these beasts."

Twilight's ears drooped down. "Why would simple cards hold such a dangerous power?" About that time, Yugi and Co. could see a small yellow filly running towards them. "Apple Bloom, what is going on!?"

Apple Bloom stopped for a few seconds to breath. "Twilight, Applejack's in trouble!"

"What happened?"

"Applejack had just come back from Pinkie's party and she told me about that new game of yours and some strange pony appeared out of nowhere. She said she wanted to duel my sister for her sole or something."

Yugi froze. "Wait, did you say she wanted to duel for her soul?"

"Uh, yeah?"

 _"Yami…?"_ Yami's spirit appeared next to Yugi. _"You think someone from our world followed us here?"_

 _"Possibly, Twilight says Duel Monsters doesn't exist here and then out of nowhere this happens only a few hours after we show up. The timing is too perfect. We have to be on our guard."_ Yugi nodded.

Yugi turned to Twilight. "Twilight, we need to find Applejack now! I think she might be in serious trouble!"

"Right!" As soon as they started moving, something unusual happened. Obelisk turned completely black like a silhouette and the dark clouds above it parted creating a large hole in the sky. The large form of Obelisk then started breaking down into a cloud of black smoke that rose up into the air creating a tornado like spiral that funneled upward into the sky. Finally, a single bolt of black lightning came down and the struck down where Obelisk once stood.

"That can't be good…" Yugi muttered before they ran off to help Applejack.

* * *

They finally arrived at Sweet Apple Acres. There was nopony in sight no Applejack or anyone. All that was left was some strange black mark on the path. It almost looked like it was burned into the ground. Something about it sent shivers down their spines.

"APPLEJACK, Applejack where are you?" Twilight shouted.

"Your friend is not here anymore…" Everypony turn to see a single pony leaning up against an apple tree. She was tossing an apple up air, constantly throwing and catching it.

"Who are you and what have you done with my friend!?"

"I told you she is gone. I sent her to place where she will spend the rest of eternity." She said, pointing to the black mark on the path.

Everypony gasped. "You... You KILLED HER!?" Twilight screamed. "You killed my best friend!?"

The figure snickered. She acted like she was all high mighty. "Maybe, maybe not… What are you going to do about it?"

"I am going to destroy you!" Twilight charged her magic, focusing on the about-to-be-dead pony in front of her. "TAKE THIS!" Her horn let loose a power stream of purple energy directly at the pony. Right before impact, a black barrier formed around the pony and the attack ricocheted off her hitting a nearby tree. Twilight was left utterly confused. "How did you block my attack so effortlessly? Nopony is that strong!"

The still mysterious pony stepped forward. As she walked forward, the Pharaoh appeared next to Yugi. _"Yugi, that pony is using shadow magic."_

 _"Are you sure Yami?"_

Yami nodded. _'Yes, I can see the darkness practically seeping out of her."_

"You don't seem to have any idea what you are messing with…" A cloud of darkness started flowing from underneath her cloak. "I control a power unlike anything ponykind has ever witnessed-" She lifted her right hoof up and pointed at Twilight. "And you Twilight will witness my power first hand!"

"FINE!" Twilight growled. "I'm going to warn you, I'm not afraid of holding back my power when you hurt my friends!" Twilight tried to step forward but Yugi stopped her. "What?"

"Twilight, this pony is using shadow magic. Let me take care of her."

"Sorry Yugi, but this is personal." She pushed Yugi off of her and approached her opponent. "Alright, so how do you want to do this, a magic duel?"

"I have a better idea…" She held her left hoof revealing a duel disk. "How about we play a Shadow Game?"

"NO! DON'T DO IT!" Yugi yelled.

The pony laughed as her duel disk started glowing. A small black ring formed on the ground and grew outwards passing the ground under Twilight and stopping right behind her back hooves. Twilight looked around at the new barrier that was now streaming a black fire blocking her escape. "What is going on?"

"I sealed us inside so nopony can interrupt our duel." She held up her duel disk and activated it.

Twilight tried stepping back but slammed into the barrier keeping her inside. "You want to duel me… with a game Duel Monsters? But I don't have any cards or a duel disk…" Twilight was cut off by a rainbow colored light covering her arm and fanning out. An unusual looking Duel Disk had materialized on her arm. It had a unique design completely unlike Yugi and Kaiba's disks. The center was a dark purple circle with a pink 6-pointed star. The edges all slightly protruded of the circle. "But... how?"

"Hmm... It's just as Master predicted, Celestia knew this was going to happen so she placed a spell on the Elements of Harmony to magically create your deck for you in your time of need…"

"Wait, what do you mean the Princess expected this would happen? What does she have to do with this?"

"You will find out soon enough… That is of course if you manage to beat me but you are not leaving this duel alive!" Twilight couldn't tell why but something about this pony was familiar.

"Twilight, be careful!" Yugi shouted. He was worried this duel could turn ugly, she wasn't experienced like them. This would be her first duel, but Twilight was smart. She would figure something out.

"Let's get this duel started already. The faster I can destroy you Sparkle the better!"

Twilight grunted and held up her left hoof. Five individual star shaped zones shot out from the center in all directions from her duel disk and rotated around to the outside of her arm making up the five slots. "Bring it…"

 **Twilight Sparkle  
** **[ LP: 4000 ]**

The hooded pony chuckled and raised her duel disk. "Alright then… Let us duel…"

 **Unknown  
** **[ LP: 4000 ]**

"Since I am clearly the Superior here, I'll go first." The hooded mare drew her starting six cards. "I'll start off by summoning this monster face-down in defense mode. That will be all for me…"

"Now it's my draw!" Twilight shouted as she drew. _'Ok Twilight, just remember what Yugi taught you. You got to think ahead and plan out you're moves. Now let's see… what is the connection between all my cards?'_ She scanned her cards for a moment, and then a certain magic card caught her eye. _'That's the card!'_ "I'll start my turn by summoning a monster called Magical Exemplar in attack mode!" Twilight's monster materialized as a human woman with a green robe, long hair and gold jewelry around her forehead and neck.

 **Magical Exemplar  
** **[ Level 4 / ATK: 1700 ]**

 _'Alright, hope this card works…'_ Twilight lifted her duel disk and a hidden card tray slid out from under her deck zone. "I play a field card, Magical Citadel of Endymion!" Twilight set her card in the tray and it retracted into the duel disk. All around them, a huge city began to form. In four separate corners were a tower and a giant tower formed behind Twilight. The city was surrounded by several arcana rings.

"What in Equestria is this?"

"This… is my citadel… Let me explain, every time a magic card is activated, it gets what is known as a Spell Counter. These Spell Counters can be used to power my monster's effects. Not only that but many monsters in my deck have the ability to stock up on Spell Counters themselves. Magical Exemplar for example gains an additional two counters every time a magic card is activated." Twilight's monster held her hands facing each other and two black orbs with a strange triangle formed between them. "Next I activate Spell Power Grasp, this lets me add one counter to any card on the field and I choose my Citadel. And as an added bonus, my citadel gains an addition counter and my Exemplar gains another two!" Two more orbs appeared around both Twilight's tower and her monster. "Spell Power Grasp also lets me search my deck for another copy of itself." Twilight pulled out her deck and plucked out a single card and put it into her hand. "Now I can activate my Exemplar's special ability. By removing her Spell Counters, she can summon a monster from my hand or graveyard with the same level and by removing all four of her counters; I can summon a second Exemplar from my hand!" The four black spheres landed on the ground next to Twilight's monster forming a portal. From that portal a complete duplicate of Exemplar appeared next to the first one.

 **Magical Exemplar  
** **[ Level 4 / ATK: 1700 ]**

 _'Twilight is doing great.'_ Yugi thought to himself. _'She is playing like she's been playing the game for years.'_

"Next, I'll equip one of my Exemplars with the Shooting Start Bow magic card. This card may lower her ATK power by a thousand but it allows her to attack you're Life Points directly!" A white winged bow appeared in one of the monster's hands.

 **Magical Exemplar  
** **[ ATK: 1700 → 700 ]**

Twilight smirked. _'Now even if her face down monster is a trap, I'll still get a shot at her Life Points. I may not do as much damage had I just attacked but better safe than sorry.'_ "And of course my monsters all gain Spell Counters from my magic card." Both her Exemplars gained two each and her tower gained one more sphere giving it 5.

"Now, my Magic Exemplar will use her new weapon and bypass your face down monster!" Her monster aligned the shot and fired a glowing arrow flying over the card and hitting her opponent. The hooded pony clenched her chest as it hit her.

 **Unknown  
** **[ LP: 4000 → 3300 ]**

"Now I'll attack your face-down monster with my unarmed Magical Exemplar!" Twilight's monster held her hands together and began forming a ball. She fired the ball and blew up the hooded figure's monster. The face down card flipped showing a young purple armored wizard before being blown up.

"Not like it matters. Whenever Apprentice Magician is destroyed, I can immediately summon another from my deck to take its place." The pony placed another monster face down.

"That will be all." Twilight, felt amazing. This duel was exhilarating! It was like nothing she had felt before. On paper it sounded a little boring but after such an amazing first move. It was obvious there was more to this game then she had first anticipated.

The hooded pony was growing frustrated. "It's my turn and I'll start my turn by activating the Magical Dimension spell card." Upon sliding her card into her Duel Disk a weird coffin in chains appeared behind her. "With this, I can tribute a spellcaster on my side of the the field to summon an even stronger spellcaster from my hand." As the coffin opened, her face down magician jumped up and got into the coffin and it closed again. The pony chuckled and a single card in her hand became covered in a purple magic aura. She lifted it up and roughly slammed the card onto her duel disk. "Please welcome to the stage, the Dark Magician!"

"WHAT!?"

 _'Oh no…'_ Yugi thought. _'Her opponent is a Dark Magician user! This could be bad.'_

The all too familiar card appeared in front of Twilight. The very monster she was ogling not even 20 minutes ago was now appearing out of the coffin with the most terrifying stare she had ever seen. This Dark Magician was nothing like Yugi's. It had black armor and white hair and an extremely creepy smile.

 **Dark Magician  
** **[ Level 7 / ATK: 2500 ]**

"Oh, and did I forget to mention that Magical Dimension also destroys one monster on your side of the field?" The pony pointed over at her monster with the bow.

"Not my Exemplar!" Twilight screamed. The coffin that her Magician appeared from reached out with shadowy tentacles and pulled Twilight's Exemplar wielding the bow into the darkness. "At least her Spell Counters won't be going to waste because when a monster with Spell Counters is destroyed. The counters move to my Magical Citadel giving it a total of 8 counters."

"Not that you'll get the chance to use them. I activate Foolish Burial! This lets me send a monster from my deck straight to my graveyard."

"But why would you sent a monster you haven't even summoned to the graveyard... Wait!" Twilight was remembering back to when Yugi was teaching them to duel.

"Just because a monster is sent to the graveyard, doesn't mean it's gone. There are a few cards that can summon monsters that were sent to the graveyard earlier in the duel. One card in particular is called..."

"Monster Reborn!" A huge glowing symbol appeared behind the pony, rising out of the ground. "This lets me bring any monster from the graveyard and summon it to the field." The ground below them shook and a familiar blue figure rose up behind the pony.

"Obelisk!" Yugi and Kaiba yelled simultaneously.

 **Obelisk the Tormentor  
** **[ Level 10 / ATK: 4000 ]**

The creature was even more massive up close. Twilight had begun to shiver; she had never seen something so large and terrifying. "Ahaha-ahahaha-AHAHAHAHA! How does it feel Twilight! How does it feel to stare into the face of death? Who is Great and Powerful now!?" Twilight's attention instantly changed from the growing beast to her opponent. The clues were finally adding up. There was only one pony that would use the term Great and Powerful.

"TRIXIE!?"

The pony stopped laughing. "Well... Well... Well... So you finally figured it out..." Trixie slowly removed her hood. She was very similar as before but she looked like she had been through hell. Her mane was all messed up and she was covered in cuts. "Surprised?"

"Trixie, what happened to you?"

"What happened to me...? What HAPPENED TO ME!? YOU HAPPENED! My life was just fine until you destroyed it!"

"What did I do?"

"Because of you, I LOST THE ONE PONY WHO WAS MOST IMPORTANT TO ME!" Twilight recoiled and Trixie seemed to calm down. "Over the years, I've seen many ponies who don't exactly think my magic is that special." Twilight seemed to be confused. "What? You thought you were the only ones? Many ponies try to outclass me on stage and fail." Trixie took a deep breath and looked into the sky. "But there was one filly, her name was Starlight Shine. She came to my trailer and asked for an autograph one day. I didn't think much of it at first but she came back the next day and I ended up breaking her heart... Once I learned the truth about her I was crushed, so I offered to take her in and train her myself."

"So what happened?"

"I needed more time to prepare, I didn't have the proper supplies or experience yet. I also wanted to visit my mother so she could give me proper advice. On the way I ended up here in Ponyville. It turns out the news of a psycho unicorn and an Ursa Minor spreads fast… I stopped getting letters from her and I suspect she wasn't getting mine either. So I decided to go and visit her myself and set things straight. When I got there, I found out she had moved on. She had completely forgotten about me… And our promise…"

"How can you know for sure she had forgotten and what promise are you talking about?"

"Our personal lives is not for you to hear Sparkle, you ruined my life enough already. I could handle the home and my things but Starlight was the first true friend I ever made and after losing her I felt like I had lost everything... I just couldn't take it anymore…"

* * *

Atop the highest point within the Everfree Forest, Trixie stood, hooves barely along the edge of the cliff. She looked down. It was a 30 story drop. It would be impossible for a normal pony to survive that long.

 _"My entire reputation was shot; I lost my only true friend… It felt like my entire life was meaningless… I just wanted nothing else but for it to end…"_ Trixie's eyes began to water but her tears never touched the ground. "Starlight... Goodbye..." Taking a single step, Trixie slid of edge, going into a nearly endless fall. Her tears began to burn her eyes from the sheer force of the fall. _"I was about to hit the ground but something appeared below me, like a kind of darkness. There was nothing I could do so I just fell into it."_ Trixie became completely surrounded by the darkness.

"The Great and Powerful Trixie, so we finally meet..."

Trixie recoiled. "Who's there? What do you want with me?"

"Why, I want to help you of course…"

"How, I have nothing left!"

"Your wrong, you do have something left… Your power, you can use it to turn your life around…" Trixie's ears perked up. "Yes, I can see you're interested…"

"Yes, I'll do anything to get my life back. Please, I'll do anything!"

"Just relax my child, and open yourself to the darkness." A dark smoke began to consume her, she could no longer breath. "Don't struggle against it, let it in and embrace it. Embrace the darkness and you will become the most powerful unicorn in all of Equestria!"

Trixie began to scream as the darkness completely took hold. The smoke surged into her body as her power grew more powerful than ever. Then, Trixie opened her eyes and the pain stopped. She was no longer falling in the darkness. She was completely unharmed at the top of the cliff she jumped from. She looked down at her hoof to see an unusual device attached to it. "Where did this thing come from?"

"That my dear Trixie is your new life. Draw a card from your deck and place it on the blade of the duel disk. Once you do, your true power will be awakened, not even Twilight Sparkle can compare."

Trixie's eyes opened wide. She looked down at the deck and drew the card causing single zone shot out from the centerpiece and two wings shot out from each side of the zone. Trixie stared with wide eyes at the card, it was shrouded in a kind of black aura. _"Something about the card was mystifying, like I could hear it talking to me. It promised me great power and all I needed to do was play the card."_ Trixie slowly lowered her right hoof and set the card on the duel disk. As soon as it came in contact, her disk exploded into a flurry of black lightning threatening to take her over.

"You must gain control Trixie. This is not my power, its yours!"

Trixie focused as hard as she could. She stood up on her hind legs and screamed into the sky. The black smoke started flowing out from her body as her scream changed into a devilish laughter. "I'M COMING FOR YOU TWILIGHT SPARKLE!" She came back down on her front hooves. "And when I find you... you are going to pay…"

* * *

Nobody said anything. Her story was not the kind they expected from Trixie. It was few minutes before Twilight finally spoke up. "You... Tried to commit suicide?"

"I HAD NOTHING TO LIVE FOR! You took everything I had! Master promised me a new life and a chance for revenge. I wasn't going to pass that up. Of course, Master was missing a key component. Without it our plans would never work."

"The Egyptian God cards!" Yugi exclaimed.

"Exactly, without the god cards our greatest weapon is powerless. However, now that we have them, we are unstoppable. You're little farmer friend was the perfect test to try out my new power. It went way past my expectations."

Twilight was starting to become upset. "Trixie, I can't say I know you all that well but I want to help you. Don't fall for the darkness, it will only cause you more harm in the future."

"SHUT UP! I accepted this power so I can finally destroy you and have you out of my life forever!"

"Please don't..."

"Nothing you say will stop me!" Trixie stood back on her hind hooves and screamed into the air holding a card. Black lightning was flowing around her leg and the card. "This monster can only be summoned while I'm in control of an Egyptian God and a creature of Darkness and sending them to my graveyard!" Obelisk and Dark Magician began to dissolve into a black mist and swirled into the air creating a funnel between the clouds and Trixie After a few seconds, a black lightning bolt came down through the funnel and struck Trixie. Two red scars began forming on Trixie's forehead from the back of her scalp, one on each side. They were shaping like lightning bolts leading to her eyes then rounded around her eyes forming a sort of eye liner. Once the scars circled around to the front tips of her eyes, the red light faded leaving a black mark. "Stolen past and taken peace… Awaken the darkness and engulf the world in your cleansing shadow!" Trixie opened up her eyes. They we no longer the usual purple color, they glowed a bright red and no longer showed to reflect any light.

"Trixie?"

"The Great and Powerful Trixie is gone..." Her voice sent chills down Twilight spine. It wasn't her normal voice anymore; it was like Trixie had a second more sinister voice talking behind her normal voice. "You may now call me 'The Dark and Malevolent Trixie!'" Trixie broke into a maniacal laughter that echoed through the sky.

Twilight was on the verge of tears. "What have they done to you...?" Twilight wiped away her tears. "If you really want to go through with this, you leave me no choice…"

Suddenly, Trixie's shadow that was resting upon the ground began to rise up behand, taking on a physical form. The shadow began to morph into a horrifying image, a tall bird like creature with massive wings and red scars on his head just like Trixie and a pair of red glowing eyes. "Behold, the most powerful creature in existance! Iseris, Destroyer of Harmony!" The monster leaned its head back charging black energy in front of its face. Once the charge started releasing lightning, the monster blasted Twilight's Exemplar with a black and white energy beam.

"Agh..." At the moment her monster was destroyed, Twilight began to feel on tug in her chest. She pushed it aside and put her focus back into the battle. "You didn't even command it to attack!"

 **Twilight Sparkle  
** **[ LP: 4000 → 2700 ]**

"I don't need to; he is fueled by my inner darkness, my inner hate. He will destroy anyone I want to see destroyed!"

 **Iseris, Destroyer of Harmony  
** **[ Level 10 / ATK: 3000 ]**

"He may not have as many ATK points as Obelisk but that doesn't matter… Not only is Iseris immortal, but if your Life Points hit zero while he is on the field... Well... Your going to find out soon enough..."

"In that case, I will just have to destroy it!" Twilight drew her next card.

"Before you make your move, there is something you should know. At the beginning of every one of your turns, Iseris inflicts you with 100 points of damage for each DARK monster in my graveyard. Purgatory Discharge!" An array of black tentacles shot out from Trixie's graveyard and lashed at Twilight causing to her lurch back.

 **Twilight Sparkle  
** **[ LP: 2700 → 2400 ]**

She felt it again. "When there are 6 or more counters on my Citadel, I can remove 6 of them to special summon Endymion the Master Magician from my hand…" The spheres around the tower circled together creating a warp gate and a new monster came flying out. It held a striking resemblance to Yugi's Dark Magician but its clothing had a golden trim and it wore a large cape.

 **Endymion the Master Magician  
** **[ Level 7 / ATK: 2700 ]**

"When Endymion is summoned to the field by this effect, I can return one magic card from my graveyard to my hand." Twilight's Shooting Star Bow ejected from her graveyard and she put it in her hand. Twilight began to think of her options. _'I can end this battle right now if I wanted to. If I were to equip Endymion with Shooting Star Bow and the Mage Power card in my hand, he would have 3200 ATK. However, that alone is not enough. But I do have my Spell Power Grasp in my hand. If I play that face down, Endymion will go to 3700 which would be enough to deplete her Life Points to zero... But...'_ Twilight looked up at the dark creature looming over her. _'If I can defeat that creature, maybe I can break the hold it has on her and I can help her...'_

"Trixie doesn't have all day!" Trixie shouted.

Twilight knew what she had to do. It didn't matter what she had to do. She had to help Trixie. "I activate Endymion's special ability. By discarding the Spell Power Grasp in my hand, I can select and destroy one card on the field." Twilight slid her card into the graveyard and Endymion started charging his staff. He let loose a stream of lightning and aimed it right at Iseris. The blast landed right on target and the field burst onto a frenzy of explosions. "Yes!"

"I don't think so Twilight." The smoke cleared revealing the still standing shadow. "Iseris cannot be destroyed by spell, trap or monster effects. And just for clarification, magic cards don't work either…" Twilight gave Trixie on odd look. "In this world, magic cards are called spell cards. I guess the Pharaoh's world is just that primitive that it's still using the old term. So don't think you can loophole spell effects by using magic, it doesn't work…"

"In that case then… I equip Endymion with the Mage Power spell card." Putting a large emphasis on the word spell. "This boosts his power by an additional 500 points for every spell and trap card on my field including itself."

 **Endymion the Master Magician  
** **[ ATK: 2700 → 3700 ]**

"Go Endymion; attack Iseris, Destroyer of Harmony!" Endymion launched a purple electrical ball this time.

"That won't work either!" Iseris retracted itself into its shadow and avoided the attack. The attack exploded a short distance from where Trixie was standing. "Iseris can't be destroyed in battle either. Unfortunately since it's in attack mode I still take damage..."

 **Trixie Lulamoon  
** **[ LP: 3300 → 2600 ]**

"But, that's not fair! If I can't destroy it with spell, traps or monsters, how can I beat it?"

"You can't! I warned you that Iseris was immortal meaning there is no way to destroy him!"

"But that... You can't... oh..." Twilight looked downwards. She had a chance to win and she blew it. If only she knew the power of Trixie's monster. "End turn..."

"Giving up are we? What a pity..." Trixie drew her card and looked at it for a second. "I activate a spell card known as Cursed Greed. If I control a Level 10 or higher DARK monster, this lets me take possession of a random card from your hand." When the card materialized on the field, a large black hand shot out and grabbed Twilight's Shooting Star Bow. The hand retracted back and the card reappeared in Trixie's hoof. "Thank you so much for donating to those in need. I equip Iseris with your own Shooting Star Bow!" Twilight expected to see Iseris holding her white bow, but what she got was completely different. Iseris was now holding a black flaming bow. The arrow was made entirely of a dark purple fire.

 **Iseris, Destroyer of Harmony  
** **[ ATK: 3000 → 2000 ]**

"Hehehe…" Trixie pointed over at Twilight. "Iseris, attack Twilight with Shadow Star Bow. Make her suffer for all the pain she caused me!" The shadow held up the bow and shot its flaming arrow at Twilight. The arrow plunged into her chest.

"AHHHHHH!" Twilight shrieked in pain. Standing on her hind legs, she looked down. The flaming arrow stood there, sticking out of her chest.

"TWILIGHT!" Her friends yelled at the shriek.

"Why... (pant) why does it hurt so much?" Twilight was in shear pain, she felt the arrow like it was real. "I thought these were... (cough) just holograms..."

 **Twilight Sparkle  
** **[ LP: 2400 → 400 ]**

"Ha, normally yes but not this time?" Rarity and Fluttershy ran up to help Twilight, but was blocked by the barrier. "While normally these are nothing by harmless holograms but while Iseris in on the field, all the damage you take is real!" Trixie slowly walked up to Twilight. "Like I said, Iseris is made from my inner darkness, my hate…" Trixie's smiled, her mouth almost reaching ear to ear. "Every time I see you in pain, it just makes me so happy. I enjoy seeing you suffer!" Sticking her tongue out, Trixie began to make a very disturbing cackle. "Don't expect a quick death. I'll make sure to squeeze every... single... last... breath... and saiver it!"

"You monster!" Rainbow yelled.

"You ruffian!" Rarity yelled.

 _'That's it! I won't let this continue on anymore!'_ Yugi's puzzle began to glow and shake. A large beam shot into the air and surround Yugi.

 _"YUGIOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOH!"_

The light evaporated to revealing a whole new Yugi standing on his hind legs, his front hooves on his hips and his eyes closed. He was no longer wearing his coat, it was now attached to his neck and hanging off like a cape. He opened his eyes and pointed at the blue unicorn. "Trixie! This Shadow Game has gone on long enough!" Slowly Yugi began to walk towards the barrier.

"Girls..." Rarity asked. "Are my eyes deceiving me or did Yugi just grow a horn?"

"His voice changed too!" added Pinkie.

The barrier, which had thrown the ponies back earlier, stood no chance to the power of Yugi's Puzzle. Upon touching the barrier, Yugi's head lit up with golden eye and the barrier shattered like a rock through thin glass. "One thing you should know about me Trixie, I don't take lightly to people hurting my friends…"

Trixie was genuinely surprised. "So this is the five thousand year old Pharaoh I've been hearing so much about..."

"So you have heard about me..."

"Master warned me about your power. Bringing you to Equestria was the only way to get the Egyptian God cards so it was risk we were willing to take."

"That was a pretty foolish move on your master's part."

Twilight's friends had begun to run over and help her up. "Yugi, what's going on? Why the sudden change in attitude?" Rainbow Dash asked.

"I'll tell you later, but right now, Twilight needs to get some medical attention. I'll deal with Trixie..." Using his magic, Yugi slipped off Twilight's Duel Disk and slipped it onto his own hoof.

"Right! Don't show Trixie any mercy!" Yugi simply nodded as the 4 ponies carried Twilight away. The only ones remaining were Yugi, Kaiba and Trixie.

"Trixie, can't you see the darkness has clouded your mind?! Can't you see what you doing here is wrong?"

"She is just getting what she deserves." Trixie replied.

"She had nothing to do with you losing Starlight!"

"She ruined me, made her parents forbid me from ever seeing her again!"

"You have nobody to blame but yourself..."

"Shut up, you don't understand the relationship me and Starlight had!"

"I understand perfectly. She was your friend and you're afraid of being alone."

"No, I'm not doing this for me; I'm doing this for her!"

"What?"

"Enough of your talk! Make your move so I can destroy you then go onto Twilight!"

"Fine, my draw!" Yugi had no cards left, he placed his hoof on Twilight's deck. _'Heart of the Cards, guide me…'_ Yugi drew his card...

"Don't forget, you take three hundred points of damage from Iseris's effect! Purgatory Dicharge!" The tentacles came out once again and slashed at Yugi.

 **Yugi Moto  
** **[ LP: 400 → 100 ]**

Yugi felt it, this duel definitely was real. "It doesn't make a difference; I still have a chance to defeat you!" Yugi looked down at his last card. _'Joey, I hope this works as well for me as it does you.'_ "I activate Cup of Ace!" A small golden goblet appeared in the center of the field. and started spinning "If the cup stops upright, I am able to draw two cards from my deck. However if it stops upside down you get to draw instead."

"You're putting the fate of this duel in a coin flip?"

"Yes, because I have my friends and the Heart of the Cards at my side. Something you could never understand." The cup spun several times in air before slowing down. _'Come on upright…_ ' It continued to slow down until finally coming to a halt. "Upright!"

"No way!"

"Now I am allowed to draw two cards." Yugi drew his new cards. _'Perfect, just what I needed.'_ "I activate the Book of Moon magic card! This allows me to target any monster on the field and flip it face down into defense position and I use it on your Iseris, Destroyer of Harmony!"

"But, Iseris is only protected against cards that destroy it!"

"Exactly, with your monster face down all his power is gone!" As Trixie's card flipped upside, the marks on her face disappeared along with the red glow in her eyes. "Now if I recall right, you said that even though Iseris is unbeatable, you can still take battle damage?"

Trixie didn't like where this was going. "Yeah…? But Iseris is in defense position so you can't do damage, or did you forget?"

"Normally any monster in defense mode is protected against battle damage... However, there are ways around that. I equip Endymion with Fairy Meteor Crush! Whenever a monster equipped with this card attacks a monster in defense mode, the difference between its ATK points and your monster's defense points are deducted from your Life Points!" Endymion started emitting a bright golden light also growing stronger from Mage Power.

 **Endymion the Master Magician  
** **[ ATK: 3700 → 4200 ]**

"But Iseris has no defense points! Attacking him with piercing damage is basically like attacking my Life Points directly!"

"Exactly… Endymion, attack her face down monster and finish this duel once and for all!" Endymion twirled his staff and fired a purple sparking ball at the shadow. The blast passes right over card as it flips up and lands its mark on Trixie, exploding into a perfectly circular explosion.

"NOOOOOOOOOOOOOO!" Trixie fell over on the ground, she was covering her head.

 **Trixie Lulamoon  
** **[ LP: 2600 → 0 ]**

"You brought this upon yourself Trixie. You gave yourself to the darkness and hurt my friends."

"Do you think I care? You can't stop me and neither can Twilight! I'm already in possession of your god cards I will make sure all of you suffer when I send your souls to the shadows!" There was a poof of smoke and Trixie disappeared. Yugi turned back and approached Kaiba.

"Nice recovery Yugi. That dweeb had a chance of victory before she got hurt but she screwed it up."

"Kaiba, she had her reasons. She wasn't going to let the darkness take away Trixie."

"Spare me the details. Though as much as I want to get back home it doesn't seem like we will ever get a chance. You heard what they said, Duel Monsters doesn't exist here. That probably means they won't let us leave until the mastermind behind this whole scheme is dealt with…"

"For once, I agree with you..."

* * *

It was dark. There was nothing aside from two hooded figures standing in the room looking into a reflecting pool in the middle of the room. There was a puff of smoke and Trixie appeared before the two of them.

"Look who it is?" said the larger one. "Looks like the Great and Powerful Trixie got her flank handed to her."

"It wasn't a total bust, stupid." Trixie growled. "I managed to get the God cards and I defeated that hic of a farmpony."

"But you failed to beat Miss Sparkle. She is the biggest threat of the six." The shorter one added.

"What was I supposed to do? That Pharaoh has incredible luck."

"It's not luck… Master warned you about the Pharaoh's power. He has the power to manipulate the heart of the cards at will, even though he himself doesn't know it yet."

"Doesn't make a difference, you lost the duel and wasted your turn. Tomorrow it's my turn to create some havoc." The larger one replied.

"My my, aren't you impatient..." said the smaller one. "If you're so into getting this started then I'll go with you. Your attack on that party pony will act as the perfect distraction so I can sneak in take out that shy pegasus pony. I need her out of the way so I can get to Miss Rarity."

"So you two are just going to leave me outta this?" Trixie asked.

"We need you to watch over the Pharaoh and his little buddy and make sure they don't do anything funny. Besides, Twilight is in the hospital, you'll never get to her in that state."

"Alright." said the larger figure. "So me and smarty-pants here will go tomorrow and take out our targets. He will go and get the shy one while I go and get my revenge on that stupid pink party pony. She will pay for what she did!"

"Fine, I'll wait here and watch. At least I will get to see Twilight cry in agony when two more of her closest friends are gone. Oh, I almost forgot, here." Raising her hoof, Trixie pulled out two cards from her Duel Disk. "Here are the other two god cards, Slifer the Sky Dragon and The Winged Dragon Ra."

"Slifer is mine!" The larger one called.

"I'll be taking The Winged Dragon of Ra." The smaller one replied. "Only makes sense."

"These god cards are exactly what we need the summon Iseris." said Trixie. "With him by our side, we can't lose!" The three of them broke into maniacal laughter. Their laughs echoed for miles but nopony heard, not except for one, a mare upstairs looking out a large window holding a devilish grin on their face...

"And so the next phase begins…"


	3. Forgotten Times

**Chapter 3 – Forgotten Times**

Nearly 24 hours had passed since the two duelists had mysteriously appeared in Equestria. Only yesterday did Yugi and friends witness the birth of a new evil, Trixie and the beast known as Iseris. In an unexpected twist, Yugi's God cards were stolen right from under his nose and Twilight's close friend Applejack was gone as a result. It was reaching around noon when Yugi went to visit Twilight in the Ponyville hospital. She was awake and faring well, luckily. She had a bandages wrapped around a head and chest.

"Hey Twilight, are you alright?" Yugi asked, back in his regular form.

"It's ok..." Twilight sounded quite tired. The whole ordeal with Trixie left her weakened. "The doctor says will be out in 3 days..."

"We are just lucky you didn't sustain any major injuries. The only major hit you took was the arrow."

"When that monster attacked me… it felt so real… The arrow piercing my chest was a lot more painful than my physical injuries show..." Twilight was about ready to pass out again when there was a knock on the door. "Come... In..." The door opened and someone walked in. It was a large pony. Her bright coat glistened in the sun coming in through the window and her rainbow flowing mane blew through the wind. "P-p-p-p-princess? What are you doing here?"

"Hello my faithful student." Celestia replied. "I can see you are healing well."

"No Duel Monsters card will take me down that easy..."

"Hmm..." Celestia then turned her attention to Yugi. "I can see you made it to Equestria safely my Pharaoh."

Yugi gasped before switching places with Yami. "So you know of me, you must be the Princess Twilight told us about."

She nodded "Yes, I am Princess Celestia. I must say it's quite rare to find a being older then myself. It's quite an honor to meet you Pharaoh, though I wish I had brought you here under better circumstances."

"What do you mean you brought me here…? Wait!" Yugi remembered back to when he and Kaiba where on the chopper. "That was you who were calling to me!"

Celestia nodded. "Yes, I am indeed the one who contacted you. Our world has many connections to other worlds through various portals and I exploited one of them to reach your world. During my youth I had a strange fascination with learning about other worlds and yours was rather interesting to me."

"So what brought your attention to me?"

"Well... At first your world wasn't anything special until I did a little research on your history and how your people used to fight it out with otherworldly creatures. Of course Yugi Moto wasn't born yet so I couldn't have met him however I did have a vision."

"A vision, like future sight?"

"Yes, I have the unique ability to see short visions of the future in my sleep pertaining to future dangers. In one of my visions I saw you Pharaoh and how your spirit became intertwined with this boy Yugi Moto. I decided to return recently to check if my theory was correct and it looks like it was. You hold power over your cards unlike any other being in your world; you have the Heart of the Cards on your side."

"But I don't understand how do you know so much about Duel Monsters and the Heart of the Cards? Twilight told me Duel Monsters didn't exist in this world."

Celestia sighed. "Well, she is mostly correct. Duel Monsters doesn't exist here, at least not anymore."

"What exactly do you mean?"

"You see, Duel Monsters did exist many, many years ago. It was just as famous of a game as it is in your world, believe or not…" Celestia dropped down her head and looked at the floor. "But something happened…" Celestia slowly approached the window and looked out. There were many ponies just going about their day. "Twilight, I want to ask you a question, a hypothetical question." Twilight nodded. "If you were to ask any one pony in the entire world what the biggest threat to Equestria and most evil is, what do you think they would say?"

Twilight thought to herself for a second. "Well… Depending on where they live and how much they know their history, they would probably say either Nightmare Moon or Discord…"

Celestia chuckled to herself for a second. "Yeah, I guess they would… Both Nightmare and Discord were pretty dangerous and there are many other threats out there you haven't even heard of however…"

"What is it?" Yami asked.

"As evil as Nightmare Moon and Discord are, there is a much worse evil out there. One who almost completely destroyed Equestria."

"Princess, what are you saying? Is this evil we are dealing with really more dangerous than Nightmare and Discord?" Twilight asked.

"Worse… This evil is my creation…"

Twilight was shocked. "Wha- What? What do you mean you created it?"

"I guess I should start from the beginning. Twilight, as you are aware I was forced to banish my sister to the moon over a thousand years ago. I thought I could handle ruling Equestria on my own but after 200 years, the effects started taking its toll on me…" Celestia's horn lit up, projecting a field inside the room. Within the field, a visual of her story came onto focus.

* * *

A brown dirt covered stallion approached a pair of large doors guarded by two soldiers in armor. "I'm here for an audience with the Princess. I have an appointment."

"You may enter." The two guards moved their spears out of the way and allowed him to pass.

The door opened to reveal a completely dark room. The pony stepped into the dark room. "Hello? Princess?" He continued forward.

"State your purpose peasant!" A voice boomed from the darkness. The stallion looked forward to see a pair of pink eyes looking at him through the darkness. Suddenly, a golden light emitted from above the eyes revealing the face of a not so benevolent Celestia. She had bags under her eyes as well as a thin layer of black going around her eyes.

The stallion slowly approached her. "P-p-p-p-princess…"

"STATE YOUR PURPOSE!"

"I-I come to ask you when we could possibly get our daughter back… We miss her so much…"

"You'll get back your daughter once you have paid off your debt. I sent her to the doggy mines to dig up gems to pay it off but so far she has done nothing but waste my time."

"But she is just a filly, take me instead!"

"The Diamond Dogs prefer younger workers; they won't work with adults… But your debts are piling up so I feel we may need another worker. Since we can't take you or your wife, I think we will just take your son. He is young enough and he will remind you to not skimp out on your payments."

"NO, PLEASE!" The doors flew open as 2 guards came in dragging a crying colt along the floor.

"DADDY!" The colt yelled out.

"Please, stop this!"

"GUARDS!" Celestia yelled. "Get this pony out of here…"

* * *

"STOP!" Twilight screamed. "Please... I can't watch anymore of this..." The vision disappeared. "Princess, what happened to you?"

Celestia looked at her hooves in disappointment. "After I banished my sister, I went into grieving. I thought I finally put it all behind me but I was wrong. Eventually it started to eat me up on the inside until I turned into a tyrannical monster, one even worse than Nightmare Moon and Discord."

"Princess Celestia… I had no idea…"

"I have feared this day since you became my student. I had hoped you would never find out but if you hate me now… So be it…"

Twilight was shocked. "Princess, I could never hate you. You are the nicest, kindest, most understanding pony I have ever met."

"Don't lie Twilight, I know you live in constant fear that I will banish you or send you back to kindergarten. I'm nothing but a-"

"That is quite enough…" Yami spoke up. "Princess, you can't let you past mistakes hold you back. You can't just bottle them up but you can't just let them roam free and take over your life like they are now. You made a mistake, I have too. I was once so focused on winning a duel, I played an evil card and in the end I lost due to my selfishness and greed. I will never forget that day; Yugi gave up his own soul in order to save mine… I was devastated… But in the end Yugi reminded me to just move on and not let it control me. You need to do the same."

"I wish it were that easy… The grief I had bottled up inside of me and I let it out in anger against my own subjects and it ended up nearly costing me the life of myself and every pony in Equestria. I didn't realize it at first but that colt from that vision set off a chain of events that led to the near destruction of Equestria. During his escort to one of my slave camps, the carriage ended up going missing in the Everfree Forest, the passengers were never found. I sent a research team into the forest to find them, one of which was a brilliant pegasi who went by the name of Lord Crawford. He discovered some kind of hidden ruins with art of monsters and told of battles from ancient times."

"The same thing happened in my world. A man named Maximillian Pegasus was out on research in Egypt and found a tomb almost exactly as you described. He got a stroke of inspiration and turned the so called 'Shadow Game' told in the ruins into the game we called Duel Monsters. Am I to assume that is what happened here too?"

"Exactly; the game caught on like wildfire on became an Equestrian-wide sport. Eventually, the three beasts known as the Egyptian god cards came into my possession and I used them to control the Duel Monsters industry. I even invented my own kind of monsters; a kind that doesn't exist in your world; Synchro Monsters."

Yami nodded. "I am aware of what Synchro Monsters are; I witnessed them first hand not too long ago when a time traveler named Paradox tried to change history. While I don't know exactly how they work I do know they are very powerful."

"So what happened?" Twilight asked, continuing the conversation.

"Shortly after Duel Monsters came into the picture, I discovered one of my Diamond Dog slave camps had been destroyed. Every pony and Diamond Dog was still alive but they were all lifeless zombies, like their very souls were extracted from their bodies. The entire camp was also covered in what would only be described as black scorch marks." Twilight and Yami looked at each other for a moment. "What I hadn't realized at the time was that it was the same camp I sent the colt's older sister to. Her name was Midnight Rose; she was the daughter of gardeners with a special talent for making any flower bloom even in the dead of night. A very beautiful talent but it was all wasted when I sent her to the slave camp to dig for gems."

"So what does this Midnight Rose have to do with the story?"

"Midnight Rose… Is the original Dark Summoner."

"What?" Both Twilight and Yami said in unison.

"She somehow acquired a mysterious power while in the camp and escaped leaving the place in ruins. A couple years after the events at the camp I held a Duel Monsters championship in Canterlot. The reward was five hundred thousand bits and a chance to duel against me using the Egyptian god cards. It was the chance of a lifetime to duel against the god cards themselves so of course many ponies entered."

"I'm assuming this Midnight Rose entered too?" Yami asked.

"She didn't just enter…"

* * *

Thousands of ponies were all crowded around a large arena sitting in the stands. In the center was a large rectangular arena. It was a large Duel Monsters arena with the main center area and two separate standing areas for the contestants. In the red corner was a light pink earth pony mare with a dark red mane curled up and shaped like a flower. In the blue corner was a blue unicorn stallion with a white mane.

"It looks as though this is going to be another easy victory for our beautiful Rose!" A voice yelled. It was an announcer up in a watch tower using the royal Canterlot voice. "Midnight Rose has shown spectacular strategy and gameplay. Over the course of this entire championship, she hasn't even taken one point of damage! Will the trend continue?"

"Let's see how you handle this!" She swiftly drew a card from the deck that was lain down on the panel in front of her. "I'll start off by using the effect of my Glow-Up Bulb from the graveyard. By sending the top card of my deck to the graveyard, I can summon it from my graveyard." Rose's newly revived monster was a small patch of dirt with an eye poking out. It had a white flower on its head. "Now, I think it's time to end this! I'm tuning my Level 1 Glow-Up Bulb with the Level 3 Lonefire Blossom and Seed of Flame already on my field!" Glow-Up Bulb flew into the air and burst into a large green ring while the other two monsters flew into the ring before transforming into small white spheres. The monsters exploded column of light and rose pedals.

"Synchro Summon! Black Rose Dragon!" Floating behind Rose stood a huge black and red dragon. Its wings were almost entirely made of roses.

The unicorn looked in horror at the display in front of him before screaming "Please, don't attack me! I forfeit ok? Just please don't attack!" The stallion ran off stage carrying his tail between his legs.

"Hmm… Pathetic…"

"Wow! Just the sight of Midnight Rose's Black Rose Dragon made her opponent cower in fear and forfeit the match!" Rose turned back and the elevator on the side of the arena lowered her down. As she reached the bottom, the announcer was there waiting for her. "So, how does it feel to win the biggest Equestrian Duel Monsters Championship to date and win without even a scratch?"

She glared at the announcer. "I haven't won yet, not until I beat the Princess…"

"Ooh, calling out the Princess! Yes, in case any of you in the audience have forgotten, the Champion of this amazing tournament gets a shot at dueling the Princess herself, Celestia!" Celestia was at the top of the bleachers in a small private box. She was tapping her hoof on the side of her throne with a disgruntled look on her face. She groaned as she stood up and flew out the box down to the arena. "Alright, it's the time for the duel you've all be waiting for! Rose may have a perfect record but Celestia has access to the three most powerful cards in all of Duel Monsters, the Egyptian God Monsters!"

Celestia landed down next to the arena in front of Rose. Her horn lit up and a deck of cards flashed into existence. She levitated it over towards Rose and she grabbed Rose's deck from her hooves. "You should be honored to hold the god cards, but this is a one-time thing. Don't get used to it." The two of them shuffled each-others decks for a few moments and handed them back to each-other. Celestia turned back and started walking to her side. "Good luck… You're going to need it…"

"You're the one who is going to need it…" Celestia chuckled at her statement, but what didn't notice was that Rose had slipped a card into her own deck after Celestia had shuffled it.

The pink pony and white Alicorn both stepped up on their own platforms and were lifted up to the panel. "Let's get the match underway!" The announcer yelled.

"LET'S DUEL!"

 **Princess Celestia  
** **[ LP: 4000 ]**

 **V/S**

 **Midnight Rose  
** **[ LP: 4000 ]**

"Since I am your Princess, I get the first move." Celestia drew her card and grinned. "I'll start things off by activating my Solar Recharge spell card, by discarding a Lightsworn monster from my hand to the graveyard, I can draw 2 cards and then I must send the next 2 cards of my deck to graveyard!" Celestia placed down a monster to the graveyard space, drew 2 cards then placed 2 more cards in her graveyard. As she placed the cards in the grave, a bright light started shining from the sky into the field.

"What is going on?" Rose asked.

"When Solar Recharge sent two of my cards to the graveyard, it sent my Lightsworn Beast Wulf. When he is sent straight from my deck to the graveyard, I can summon him!" Celestia monster appeared. It was a white humanoid wolf with very thick armor and holding a spear.

 **Wulf, Lightsworn Beast  
** **[ Level 4 / ATK: 2100 ]**

"Now I summon Lightsworn Summoner Lumina." The monster was a female with blond hair and a while dress.

 **Lumina, Lightsworn Summoner  
** **[ Level 3 / ATK: 1000 ]**

"I activate the effect of my Summoner. By sending one card from my hand to the graveyard, I can summon a Lightsworn monster from the graveyard." Celestia discarded yet another Lightsworn to activate her effect. "I'll use it to bring back the card I discarded for my Solar Recharge earlier, Jain, the Lightsworn Paladin!" Jain was a tall woman with white armor, a shield and a sword.

 **Jain, Lightsworn Paladin  
** **[ Level 4 / ATK: 1800 ]**

"AMAZING!" The announcer yelled. "The Princess has managed to summon three monsters in just one turn. She now has enough monsters to summon one of fabled god cards. Could she be planning to summon one already?"

Celestia just chuckled. "I can tell you he is not far off. In fact…" Celestia grabbed a single card from her hand and revealed it to Rose. "I have one in my hand right now." Celestia placed the card back into her hand. "Lucky for you I already summoned this turn so I can't summon him this turn…" Celestia looked down at her deck and picked up 5 cards. "Since my turn is over with, I am forced to send 5 cards from my deck to the graveyard because of my Lightsworns. Don't think of this as a disadvantage; no; the more monsters I send the graveyard the more power I have!"

"Typical tyrant…" Rose grunted in disgust. "We'll see about that!" Rose drew. "I activate Graceful Charity. This lets me draw 3 cards as long as I discard 2 cards afterwards." Rose drew her cards and examined her hand for a moment before discarding. When she did, two small dandelions appeared. "Just like how you summoned your Lightsworn Beast, when my Dandylion was sent to grave, it leaves behind two Fluff Tokens."

 **Fluff Tokens (x2)  
** **[ Level 1 / ATK: 0 ]  
** **[ Level 1 / ATK: 0 ]**

"Now I summon my Lonefire Blossom." The monster was small flower with a bulb spewing fireworks.

 **Lonefire Blossom  
** **[ Level 3 / ATK: 500 ]**

"I can activate my Lonefire Blossom's special ability! By releasing a plant type monster I control, I can summon a new plant from my deck to replace it. I release one of my Fluff Tokens!" One of the dandelions dissolved and was replaced by a strange looking plant covered in brown vines with a small pair of eyes. "I summon Copy Plant!"

 **Copy Plant  
** **[ Level 1 / ATK: 0 ]**

"My Copy Plant has the ability to take on the Level of any monster on the field so I will have it copy the Level of my Lonefire Blossom!" Copy Plant started shift it vines around changing its shape until it was mostly comparable to her Lonefire."

 **Copy Plant  
** **[ Level 1** → **3 ]**

"The stage is set; I'm tuning my Level 3 Copy Plant with my Lonefire Blossom and my remaining Fluff Token!" Copy Plant transformed into three green rings that surrounded the other two monsters. "Chilling flames engulf the entire world. Pitch-dark flower, set into bloom!" The sphere burst into light forming a massive pillar between the rings.

 **[ 1 + 3 + 3 = 7 ]**

"SYNCHRO SUMMON! Grace this battle with your presence, Level 7, Black Rose Dragon!" From the vortex of petals emerged Midnight Rose's ace monster, the massive black dragon with red-rose wings.

 **Black Rose Dragon  
** **[ Level 7 / ATK: 2400 ]**

"Not bad peasant, but you will have to do better than that…"

"Well how about this then? When Black Rose Dragon is summoned, it has the ability to vaporize every card on the field!"

"What!?"

"Go my Black Rose Dragon, destroy every card on the field! Black Rose Gale!" Rose's dragon opened its mouth and gathered energy before releasing a powerful whirlwind upon the field. All of Celestia's monsters were nothing to the attack and were blown away with ease, shattering like glass. The winds soon overcame Black Rose Dragon, destroying it in the process. When the destruction was over, the field was completely cleared of monsters. "Now that your field is cleared, I can activate this! Go Monster Reborn!" Rose threw down her card and a purple portal opened in the ground. A new and completely unscathed Black Rose Dragon rose from the portal. "Since Black Rose Dragon destroyed all your monsters last time, I will use it to attack your Life Points directly!" Black Rose once again charged its fire breath but this time it more condensed, aimed directly at Celestia who had just put her guard up. Celestia groaned as the fire threatened to throw her backwards off the platform.

 **Princess Celestia  
** **[ LP: 4000** → **1600 ]**

Celestia quickly regained her composure. "You got lucky; I'll make sure you suffer dearly for that…" Celestia quickly drew her card, as her eyes turned to the card her mouth widened into a horrifying smile. "Now you will see what happens when mess with ME! When there are 4 or more Lightsworn monsters in my graveyard, I can summon THIS, my ultimate beast!" Celestia held the card high. The clouds above her began to part, shining a bright light onto the field. "Radiant beast, decent from the heavens and cast your judgement on these pathetic fouls! Come forth, JUDGMENT DRAGON!" Out from the light descended a massive winged dragon. It was covered in grey feathers and had blood red talons. It also had several long tendrils coming from its snout giving it a bit of a mustache. It roared into the sky shaking the very ground beneath their hooves.

 **Judgment Dragon  
** **[ Level 8 / ATK: 3000 ]**

The crowd cheered and roared for their Princess. "OH MY! Princess Celestia has just summoned her most powerful monster outside her god cards. This is truly a rare sight!"

"Now let me show you how you really destroy a monster... By giving up 1000 of my Life Points, I can activate my dragon's special ability."

 **Princess Celestia  
** **[ LP: 1600** → **600 ]**

Judgment Dragon slowly started to rise up high into the sky. He expanded his wings and a bright light beamed down form he wings onto the field. "Destroy her monster with Light of Destruction!" The light solidified until the field was completely covered in white. "You see, like your Black Rose Dragon, my Judgment Dragon also has the ability to wipe out every single card of the field. However unlike yours, mine doesn't destroy itself in the process." As the light cleared, Black Rose was completely gone, not even a pile of ashes. "Now that you have nothing to protect you, Judgment Dragon is going to attack your Life Points directly!" Judgment Dragon tilted its head back and opened it mouth. "Rays of Judgment!" The feathered dragon released an incredibly bright yellow ray towards Rose impacting the ground in front of her. She grabbed onto the edge of the area for leverage.

 **Midnight Rose  
** **[ LP: 4000** → **1000 ]**

Celestia picked up 4 more cards from her deck and placed them in the graveyard. "I send 4 more cards due to Judgment Dragons ability and with that I end my turn…"

"Your pathetic dragon doesn't scare me! Ha, I activate the spell card Pot of Greed. This lets me draw 2 cards from my deck. Now I activate Premature Burial. By giving up 800 of my Life Points I can summon a monster from my graveyard. Be reborn my Black Rose Dragon!"

 **Midnight Rose  
** **[ LP: 1000** → **200 ]**

"Just give it up already…" Celestia groaned as the dragon pulled itself from the ground.

 **Black Rose Dragon  
** **[ Level 7 / ATK: 2400 ]**

"Now I activate One for One. This allows me to discard a monster from my hand and summon a Level 1 monster from my deck." A little white furry ball appeared next to Rose's dragon. "What do you think of my Spore?"

 **Spore  
** **[ Level 1 / ATK: 400 ]**

"Now I play the spell card Seed of Deception, this allows me summon any low level plant from my hand. Welcome out Dark Verger." Rose's new monster was just a small weed with two large leaves with eyes.

 **Dark Verger  
** **[ Level 2 / ATK: 0 ]**

With only 1 card in her hand, Rose held the card up high. "Now for the finishing touch… I play the spell card Flawed Treaty!" She slammed the card onto the field. "Let me explain how this card works. This lets me take one card from my deck and add it to your hand. In exchange, you cannot attack next turn." Rose searched through her deck and pulled a single card out and threw it towards Celestia. She looked at it with question. "Now I use Flawed Treaty's second effect. By giving up my battle phase this turn, I am allowed to declare the name of a card. If that card is in your hand, it's added to my hand!"

"So… You plan to take the card you just added to my hand right?"

"Not quite… I call the name…" Rose held her forehoof into the air. "SLIFER THE SKY DRAGON!"

Suddenly, the entire audience gasped and went silent. Celestia's face was struck with terror as she looked at her hand, the god card that she had so foolishly shown Rose was about to be used against her. The card glowed with a yellow aura and Celestia shot it towards Rose. "You don't have any idea what you're doing…"

"I know perfectly well… I sacrifice Black Rose Dragon, Spore and Dark Verger!" The three monsters turned into a pure light and launched into the sky. The clouds parted and greeted the offerings with a light. A large form appeared above the cloud. It was a large red dragon whose body seemed to go on forever. It had a second mouth up on its nose and many rows of teeth.

 **Slifer the Sky Dragon  
** **[ Level 10 / ATK: 0 ]**

The entire audience had gone completely silent. "That ends my turn…"

Celestia drew. She looked up nervously. "Since you have no cards in your hand, Slifer is powerless. That was a foolish mistake on your part."

"Do you think I care? Thanks to my spell card, you can't attack this turn and you don't have enough Life Points to activate your dragon's ability."

Celestia grunted and looked down at her hand. Her eyes were drawn to the trap card Rose had given her; she placed it face-down. "Just go..."

"My draw!" Rose examined the card with a smile. "This duel is over; I play a spell card known as Blue Rose Offering! First I must give up half of my Life Points."

 **Midnight Rose  
** **[ LP: 200** → **100 ]**

"Now by removing a Black Rose Dragon from my field or graveyard from play, I can summon a new monster!" Several thick thorns shot out of the ground curling around each other forming a sort of cocoon. A black light was emitting from inside the cocoon. The light slowly dissipated and the cocoon started to crack. "Come forth, Violet, Knight of Thorns!" The cocoon exploded revealing a new figure. It was a tall women covered in purple vines, almost like armor. Her sword was like a giant thorn and a pair of red eyes could be seen under her helmet.

 **Violet, Knight of Thorns  
** **[ Level 8 / ATK: 2700 ]**

"Oh my!" The announcer yelled. "Black Rose Dragon transformed into some sort of knight. Is this Rose's true ultimate monster?"

"I'm activating Violet's special ability. By remove a plant-type monster in the graveyard from the game, I'm allowed to draw one card, but if it's a spell or trap card, it goes to my graveyard." As she placed her hoof on her deck, a small black spark of electricity ran up her leg. She jumped at this feeling and stared straight forward for several moments. Finally she drew it. She chuckled and turned her attention to Celestia. "Princess, do you fear death?"

"I don't fear anything. I am a god, I am the ruler of this land and I fear nopony."

"Is that so? How about your subjects?"

Celestia recoiled a bit. "What are you saying?"

"Do your subjects fear death? Do they feel they are safe living under your rule?"

"Of course they do. I am most powerful being in existence. Nothing can stop me."

"Do they really?"

"I am their ruler. They respect me."

"But does being a ruler truly mean they respect you? Is it really respect… Or is it fear?"

"What are you implying?"

"You're the most powerful being in Equestria, how do you know your subjects don't worship you because they are afraid of you?"

"Shut up you worthless trash! I don't have to listen to your crap. GUARDS!" A swarm of armored pegesi with spears all approached Rose. "Get rid of this pest, this duel is over."

"Your right, it is over…" She held her last card up. "FOR YOU!" The sky blackened and Slifer began to dissolve into a black powder. "I sacrifice Slifer the Sky Dragon and Violet Knight of Thorns!" The remains of Slifer and Violet began to swirl into the air creating a tornado-like vortex. "Stolen past and taken peace… Awaken the darkness and engulf the world in your cleansing shadow!" As the two monsters were sucked up into the clouds, a black lightning bolt came down the struck Rose. The shock of the lightning threw all the guard ponies back and the very foundation of the area shook beneath them. Rose pulled her head back and looked into the sky as two scars began to form across Rose's forehead. They started on her hairline and formed around the edge of her eyes. She tilted her head back and looked at Celestia. Her eyes suddenly changed into a blood red color.

Before Celestia could say anything, Rose's shadow began to expand and rise up out of the ground creating a winged silhouette. It had jagged edges at the corners of its head and bright red eyes with red scars like Rose. "What… Is that?"

 **Iseris, Destroy of Harmony  
** **[ Level 10 / ATK: 3200 ]**

Rose slowly climbed over the card panel and onto the field. Parts of the arena began to spark and malfunction as she slowly walked towards Celestia. "You're about to feel the wrath of my ultimate creature; Iseris, Destroyer of Harmony. My name... Is Midnight Rose, I will be the one to destroy you and put an end to your terror once and for all!" Celestia slowly stepped back, something about the new creature made her uneasy. Rose lifted her hoof and weakly pointed at the Princess. "Attack…" The shadow jumped out of the ground and flew up towards Celestia's dragon. A black flaming sword appeared in its hand as it came down cleaving it in half. Before Celestia could even react, she saw the creature going for her. She flapped her wings in an attempt to run but barely got off the ground before the sword made contact. Celestia screamed as the sword's slash left a black burning scar across her chest. She slowly fell to the ground and hit the dirt with a thud.

 **Princess Celestia  
** **[ 600** → **400 ]**

Celestia tried to pull herself from but found it difficult due to the pain. "Rose… What are you doing?"

"What, you still haven't figured it out?" Rose leaped down from the dueling platform and came up close to Celestia. "I've had enough of your rule. You're nothing but a heartless tyrant who does whatever she wants with who she wants. You sent me to one of your slave camps to pay off the ridiculous taxes you enforced on my family and everypony else. But oh that was not enough. My eternal slavery wasn't enough for you. You had the gull to force my own little brother into a slave camp too?"

"But… I…"

"Don't even try to make up excuses… In fact, I don't think you even remember what happened to my brother do you?" Celestia just stared back at her. "Let me remind you… Thanks to your strict rule about being late, your pathetic excuse for guards that were holding my brother attempted to take a shortcut through the Everfree Forest just to make it to the labor camp in time." Rose leaned up close. "Can you guess what happened?" Celestia pulled back. "While they were following the path through the Everfree, the ground collapsed underneath them and everypony in board fell into a RAVINE!"

Celestia gasped. "Wait, I remember that! But… I was only told the group went missing, the bodies were never found. How do you-"

Rose snickered and a faint black aura formed around her. "That is for me to know and you to find out. All you need to know is that I am now more powerful than any pony in Equestria. Even you…" Suddenly, Rose was tackled to the ground by a group of armored guards. "Hey! Let go of me!"

"You're under arrest for assaulting the Princess, unauthorized use of black magic and resisting arrest."

Celestia motioned the guards to hold her down. "No, you have already proven yourself to be much too big of a threat. Simple incarceration won't do…" Celestia began to slowly rise into the air and six small colored stones appeared around her. The stones began to spin around her creating a multi-colored tornado. "The Elements of Harmony will seal your soul in stone, trapped forever, never to be released." As the elements were about to hit max power, they suddenly stopped and faded. "What? What happened with the Elements?" The stones slowly faded in color until they were pure grey and then a small sphere of stone formed around the stone. The 6 stones dropped to the ground, nothing but rocks. Celestia could only look at the elements in horror.

"Ha… AHAHAHAHAHA!" Rose laughed. "Oh how unfortunate, it looks like karma has finally caught up to you!"

"What exactly are you saying?"

"Isn't it obvious? The elements won't accept your call anymore because you're a tyrant!" Suddenly, Rose seemed to explode with energy and the guards were launched away. The dark creature returned behind her and launched itself towards Celestia. Before the monster could reach her, Celestia grabbed her cards and the once Element of Magic and then teleported away.

Rose started laughing even harder. "YES! RUN! RUN LIKE THE PATHETIC COWARD YOU ARE!"

* * *

It had only been a few hours since Rose attack Canterlot and the city was already in flames. Anypony who didn't side with Rose had their soul stolen from their very bodies by her new creature of darkness. Everypony else who was left teamed up with Rose and turned against Celestia, realizing that she was nothing but a tyrant who controlled them.

Celestia watched Canterlot fall from the balcony of her castle. Tears started forming from her eyes as she looked at the now powerless Element of Magic. "How did it come to this? Did I really turn into a tyrant?" Celestia trotted over to the vanity mirror beside her bed. She was shocked to see the black liner around her eyes. Even though she knew it from lack of sleep, to her, it looked just like the black scars Rose had on her face. For just a second she could swear her eyes flashed red. She then looked down at her attire. Her new crown was significantly larger then when Luna and she ruled, as a sign of dominance. Finally, her hair was no longer shimmering like a rainbow like it normally did. It was becoming jagged and turning a faint orange, almost like a raging fire. She looked at the mirror one last time. "No…" Instead of her reflection, she saw a twisted and deformed version of herself. Her whole coat was a very faint orange, her main was a raging inferno and she was now where flat golden headpiece where her crown was. "I'm turning into my sister…" She quickly knocked her crown to the ground and slammed her hoof down on it shattering it to pieces.

Then, a loud explosion could be heard from outside, followed by a large group of frightful screams. She was about to fly out and do something but she quickly stopped herself. The Elements were gone and she was powerless against Rose. As she was turning around, her eyes glanced at her Duel Monsters deck. On the top was Slifer the Sky Dragon. Celestia picked it up and looked at it for several moments. "Rose… She somehow used these… Cards… To create a beast of unparalleled strength..." Then, Celestia picked up the deck of cards and threw it at a nearby wall, spraying the cards everywhere. "Stupid cards… They have caused nothing but trouble." The Princess slowly stepped back outside to the balcony, sky had become dark by nighttime and Luna's moon could be seen. "Oh Luna… I'm so sorry... I've spent so long grieving over what I did to you, now I am turning into the very thing I banished… Please… Just give me a sign… Tell me how to fix this I will become a better ruler, a better pony in general." Then she heard a sound, it sounded like the crinkle of paper. She glanced back down at her cards spread across the floor. The Element of Magic had somehow rolled across the floor and found its way to her cards. It slowly rolled around the cards, somehow navigating its way around the cards until finally coming to a stop on top of one. With her magic, the Princess picked up the stone and glanced at the card underneath it, and then her eyes gleamed. "Thank you Luna, I understand now." Celestia levitated the card and the element to her side, spread her wings and flew off to her and Luna's original castle in the Everfree Forest.

* * *

"So you discovered a way to beat Iseris?" Twilight asked.

"Thanks to sister's sign, I realized what I needed to do. Since the Elements were useless, I had to find a way to harness its power into a Duel Monster's card."

"Of course..." Yami replied. "Since Iseris is immune to pony magic, if you infuse it within a card it may actually work."

"So Princess, did it work?" Twilight asked.

"Yes, it did. Sadly I only had access to the Element of Magic since I left the other five behind but the single Element was more than enough. After I created the card I confronted Rose. It was the most difficult duel I have ever had in my life but she was overconfident and I won. After that I released a spell over all of Equestria that removed the memories of past events including the creation of Duel Monsters."

"So what did you do with the cards?" Yami asked.

"Many of the cards were destroyed in the uprising, including the God cards but whatever was left I sealed away."

"Where did you seal them, if you don't mind me asking?" Twilight asked.

"You haven't figured it out?" Celestia slowly approached Twilight and put a hoof of her chest. "They are inside the Elements themselves…" With her magic, the Princess levitated Twilight's new duel disk over to her. "I used a special spell to seal them within the Elements so if the future element bearers were to ever combat the same magic I encountered all those years ago, the elements would grant the holder the power to fight back." At that moment, there was a loud bang and the sky turned dark. There was a thunder storm brewing. Yami stared out the window. A look of horror had fallen upon both him and Celestia.

"Yugi?" Twilight asked. "What is going on?"

"Slifer the Sky Dragon..."


	4. Loyalty and Betrayal

**Chapter 4 – Loyalty and Betrayal**

The day after Twilight was hospitalized, Pinkie had decided to go and get supplies for a Get Well Soon party. At the time she had decided to decorate Sugarcube Corner for the inevitable Welcome Back party. "Hey Pinkie Pie, where did you want me to hang this banner?" Rainbow Dash asked.

"Ummmm... How about over there!" Pinkie pointed at the staircase leading upstairs. Rainbow Dash flew up and hung the banner up on the railing then pinning the other side up against the wall underneath the stairs.

"So tell me again why we are setting up a party now? Twilight doesn't get out for three days and what about Applejack?"

"If we are going to be fighting evil, I want to be ready with a party the moment they are back!"

Rainbow Dash flew back down and simply gave Pinkie a distraught look. "Hey Pinkie Pie?"

"Yes Dashie?"

"Am I the only one feeling a little-" Dash hesitated for a second. "Well... Guilty about what happened to Trixie?"

Pinkie Pie dropped her smile and stared at Dash. "Why would you feel guilty?"

"Well, after everything she said I can't help but feel a bit like a hypocrite. I brag all the time about what I do and ponies praise me for it. She does the same and she gets tomatoes thrown at her. Only difference is I do it because I enjoy it, but she has to do it to make a living."

"When you say it like that she almost sounds like the Wonderbolts. She performs for ponies and they give her bits because they like her."

"She just wanted to be recognized and she lost everything for it, even her closest friend…"

Feeling upset for her friend, Pinkie walked over hugged Dash. "It's not your fault... Trixie is just going through a phase. I'm sure Twilight going to help her."

"But what about Applejack, we have no idea what happened to her. She could be dead for all we know."

Pinkie thought to herself for a moment. "No, I don't think she's dead. It's just this feeling I have… I don't know where she is but my Pinkie Sense is telling me she is still alive somewhere…"

"Yeah, you're probably right. Besides, next time Trixie shows up I want to be the one to take her down and save Applejack." The pegasus held up her left hoof like a fist. "If what Trixie said is true then all of us should be able to summon our own duel disks and decks whenever we are about to battle."

"I wonder what decks we will all get? Yugi's deck was cool and all but it didn't feel right to me, the deck Twilight got fit her almost perfectly and it's like she already knew how to play it."

"I'll probably get some kind of super awesome flying monsters that are so fast my opponent won't even know what hit them!"

"Maybe I'll get something food related; or maybe party related!"

"Pinkie… Do you ever think of anything but parties and food?"

Pinkie suddenly leaped forward and wrapped her hooves around Rainbow Dash. "I think about my friends too!"

Rainbow Dash just sighed. "Oh Pinkie Pie…"

As the two ponies were embraced in a hug, the back door quietly opened up. A hooded figure stuck her head and in and looked around. "Perfect, everypony is in the front…" She quietly tiptoed over to one of the stoves trying to not make a noise. She extended a clawed arm outward and pulled it away from the wall. "Careful..." She turned the stove enough so the back was showing. Snickering to herself, she held up her right claw and swiped at the large cords causing them to limp to the floor. With one last snicker, she pulled out a box of matches.

In the other room, Pinkie and Dash were still locked in a heartwarming hug, until Dash began sniffing. "Pinkie... You smell that?" Both of them continued sniffing.

Suddenly, Pinkie's eye went wide. "Dash; we need to get out NOW!"

"Why?"

"NOW!" With her hooves still around the pegasus, Pinkie launched towards the front door.

Behind the shop, the hooded figure opened the box revealed a bunch of sticks with red and white tips. "Sayonara suckers..." Taking one of the matches, she quickly swiped it across the black sandpaper, lighting the tip on fire. Turning her back to the shop, she tossed the lit match directly into the open window. Almost instantly, Sugarcube Corner exploded into an incredible blaze. Several of the passing ponies jumped back and screamed at the sudden inferno.

Pinkie Pie watched in horror as her home was burned to the ground, the light reflecting off the glare in her eyes. Her eyes started tearing and her hair completely deflated. "No..."

The surrounding ponies were all talking amongst themselves for a few minutes as the fire died out. After the fire was completely gone, Mr. and Mrs. Cake had finally returned from getting supplies. The second they saw their shop, they dropped their saddlebags and ran over to help Pinkie. "Pinkie dear, what happened!?" Mrs. Cake asked.

"I... I don't know..." Pinkie stuttered. "I think it was a gas leak…"

"But you take great care of the appliances Pinkie Pie." Mr. Cake spoke. "How did this happen?"

"Better question is how did the fire start in the first place?" Rainbow Dash interrupted. "The Cakes were gone the whole time and it's not like we had anything cooking in the back room…"

Suddenly, Pinkie Pie's mane flared back up into its normal poofy state and she bolting into the wreckage of the house. She moved the charred remains of her bed to reveal a metal bucket slightly jittering around. She pulled the bucket off the ground only to be greeted by a small pair of eyes. "Oh Gummy! I was afraid I lost you! I'll never let you go!" She relentlessly kissed her little alligator. "I don't know what I would do without you..."

Rainbow Dash was inspecting the back of the shop-that-was-no-more when something caught her attention. There was small white match box was lying on the ground just outside the building, it wasn't as damaged at the other objects and was only missing one match. "Uh, Pinkie Pie… You might want to look at this…"

Pinkie and the Cakes all approached her, she held out the box to them. "A box of matches?" Mr. Cakes ask.

"It must have been Trixie; I knew she wouldn't stay hidden for long!"

"Wait, the great and powerful Trixie?"

"But isn't Trixie a unicorn, and a really powerful one now?" Pinkie asked. "Why would a unicorn need matches to start a fire?"

"Who said anything about the weak and lame Trixie?" An unknown voice called. Rainbow Dash suddenly turned around to see a large hooded figure standing on top of a still-standing support beam. Pinkie and the others had noticed to. "I'm quite surprised Pinkie Pie. I was not expecting you to smell the gas leak that fast. That's quite impressive..." The figure jumped off the support beam, landing with a loud thud. "I was hoping the explosion would have finished you off but obviously I was wrong..."

Rainbow Dash jumped at the large hooded creature standing in the center of the charred rubble. "ARE YOU INSANE!? You just burned down my friend's home!"

"Collateral damage..."

"Collateral... You sick jerk!"

"Look who's talking..." The figure snickered before pulling out her left claw from her robe. She was wearing a very familiar duel disk.

"That duel disk... So you ARE working with Trixie!"

The figure started laughing. "Come on, Trixie is nothing but a useless braggart; she couldn't even handle Twilight Sparkle. Unlike her, I won't fail!" The unknown figure held her left claw up and her duel disk snapped into place and lit up with red lights. "Come on you pink freak!"

"Hang on! If you're going to fight anypony then fight me!"

"I'm not here for you Dash, I want the pink one…"

"Well too bad, you have to go through me first!"

The hooded figure thought for a moment. "Alright, how about we make a compromise…?"

"What kind of compromise?"

The figure simply snapped her fingers. A large black ring formed under her and shot outward like a shock wave, launching Mr. and Mrs. Cake backward out of the wreckage. The wave barely stopped outside the remains of Sugar Cube Corner creating a black flaming barrier trapping not only her and Rainbow Dash, but Pinkie Pie inside the wall. "I'll let you duel me, however... If you happen to lose..." She held up her arm pointing the pony behind Rainbow Dash. "She pays the price..."

Dash gasped. Turning back, she saw Pinkie Pie stepping back towards the wall. She then turned her head back to the still unknown arsonist. "What; no way! I would never put my own friend's life at stake over a stupid card game like that?"

"Heh... I'm not giving you a choice..." The figure held out her left claw and positioned her duel disk in front. "If you really care for your friend then you will do it."

"Hmm, fine!" Rainbow Dash held out her front left hoof. A circular multi-colored light engulfed her arm as small white disk materialized. Bringing her hoof up to her head, a small golden stub came out of her duel disk and split in half creating a holographic card tray. The neon lights upon her duel disk were slowly changing between all the colors of the rainbow. "I won't allow you to touch a hair on Pinkie Pie!" Rainbow Dash continued to stand her ground on the opposite sides of the shop of her opponent casting a death glare into her enemy's yellow eyes.

"Rainbow Dash…" The pink pony whimpered.

"LET'S DUEL!"

 **Rainbow Dash  
** **[ LP: 4000 ]**

 **V/S**

 **Unknown  
** **[ LP: 4000 ]**

* * *

In the mist of darkness, Trixie and another figure were watching over the duel at hand. "Who does she think she is!?" Trixie complained. "Going around insulting me like that; some nerve! When she gets back, I am going to rip her a new one!"

"Trixie, behave." The other figure spoke. "Besides, Master will deal with her later. I am sure the Master won't appreciate her reckless behavior, especially setting the shop ablaze like that. We need to defeat the Elements in a duel, not torch them alive…"

Trixie simply crossed her hooves and huffed. "Well I'm still going to punch her when she gets back…"

"You do that… Meanwhile I guess it's my turn to jump into action." The figure revealed his silver horn as it started glowing. "While she deals with the Elements of Loyalty and Laughter, I will deal with Kindness and Generosity…" There was a flash of light and he was gone from view. "Hope your ready Miss Rarity… Because you're about to feel suffering like no other…"

* * *

"I call first!" Rainbow Dash swiftly drew her card leaving a small wind trail. _'Aw yeah, this monster will definitely do some damage!'_ "I summon Zeradias, Herald of Heaven in attack mode!" From the sky dropped a beam of light exploding into a green and white winged figure with red horns wielding a forked lance. "Let's see you handle this guy!"

 **Zeradias, Herald of Heaven  
** **[ Level 4 / ATK: 2100 ]**

"Ha, what do you think of THAT! 2100 ATK points right off the bat!" The hooded figure didn't react however Dash's monster did. His body suddenly started to fade and crack before exploding into light particles. Rainbow Dash jerked back in shock. "What!? What just happened to my monster?"

The figure chuckled. "If this is all you got then this is going to be the easiest duel ever. It's obvious you didn't actually read the card. You glanced at its high ATK and didn't even bother to see if it had any effects."

Rainbow Dash looked down at the card and read it to herself. _'If this card is on the field but "The Sanctuary in the Sky" is not on the field, destroy this card.'_ "Are you kidding me!? If I don't have that card then I can't use it?" Rainbow Dash sighed and slid the card into her graveyard. "If that's what I need to use it then I just need to get it; I play Terraforming!" A single card slid out from Rainbow Dash's deck. "This lets me add one field spell from my deck to my hand so I'm adding the very card I need." Dash then held her duel disk up and a slot shot out from the side of the disk and she slapped the card in. "I play the Sanctuary in the Sky field spell." The clouds above slowly began to shift around and form together. With a glow of light, the clouds formed into a sky palace with a large staircase on the front and a statue in the middle.

"Your monster is already gone, much good it will do you…"

"That's why I'm playing Monster Reborn to bring Zeradias back from my graveyard." A purple hole opened up in front of Rainbow Dash and her monster leaped out back onto the field.

 **Zeradias, Herald of Heaven  
** **[ Level 4 / ATK: 2100 ]**

The hooded figure just shook her head. "What a waste of a perfectly good spell card…"

"Don't criticize me, just take your turn."

"At this rate Dash, this duel is going to be over too fast, even for you." The figure drew her first card. "Since I control no monsters and you do, I can summon my Blackwing - Sirocco the Dawn without tributing another monster." The figure's monster appeared as black feathered humanoid bird with a blue feathered head.

 **Blackwing – Sirocco the Dawn  
** **[ Level 5 / ATK: 2000 ]**

"It's too weak to beat my Zeradias."

"That's why I'm calling in backup with this card." She slid another into her disk and a spell card appeared on her field. "My Summoning Madness spell card… This card allows me to summon twice this turn as long as I throw out a card in my hand… I discard Blackwing - Gladius the Midnight Sun." She slid her card into the graveyard. "This allows me to summon Blackwing - Blizzard the Far North!" This bird was much smaller than the last looking like a traditional bird but with light blue and black feathers.

 **Blackwing – Blizzard the Far North  
** **[ Level 2 / ATK: 1300 ]**

"Blizzard the Far North's ability activates when it's successfully summoned allowing me to summon another Blackwing from my graveyard." The graveyard portal opened again to reveal another humanoid black bird with knight armor and two swords.

 **Blackwing – Gladius the Midnight Sun  
** **[ Level 3 / ATK: 800 ]**

"And that's not all!" The figure plucked a card from her hand and revealed it to Dash. "When there is a Blackwing monster on my field I can special summon Blackwing - Gale the Whirlwind from my hand!"

"What, are you kidding me!?" Dash screamed. Yet another bird formed on the field, a near black dark blue bird with green feathers on its head.

 **Blackwing – Gale the Whirlwind  
** **[ Level 3 / ATK: 1300 ]**

"No way… Four monsters just like that?" Rainbow Dash was slowly stepping away in fear, not expecting a swarm of monsters so effortlessly.

"And if you even think about stopping this pain train you have another thing coming… As long as my Summoning Madness is in play you can't prevent my monsters from being summoned and all spell and trap cards are useless when I special summon a monster!"

"That's not fair!"

"That's not all; I activate Gale the Whirlwind's special ability! It has the ability to cut your monster's ATK and DEF points in half!" Gale swung its wings blowing a gust at her Zeradias making it struggle.

 **Zeradias, Herald of Heaven  
** **[ ATK: 2100 → 1050 ]**

"Oh no…" Rainbow Dash muttered to herself.

"And it's about to get a lot worse." Pulling her right claw back, she reached out and pointed at her monsters. "Now my Level 2 Blizzard the Far North tunes Level 5 Sirocco the Dawn!"

"Wait what!?" Dash got her answer immediately. Blizzard flew up high into the air changing its body into two orbs of light and Sirocco started floating up towards it. The two spheres suddenly transformed into two large green rings scanning down Sirocco's body turning into a yellow wire-frame. The wire-frame also suddenly changed into five spheres like Blizzard and exploded into a beam of light flowing through the center of the rings.

 **[ 5 + 2 = 7 ]**

"I Synchro Summon; Level 7 Blackwing Armor Master!" This new monster was much larger than the last few; it could hardly be considered a bird anymore. It was a large humanoid figure covered in black armor with red trimming and a single red eye in the center of its beak. It crossed its arms and let out a loud screech before extending its arms back out.

 **Blackwing Armor Master  
** **[ Level 7 / ATK: 2500 ]**

The hooded figure held its claw out and clenched its fist. "But I'm not done yet! Level 3 Gale the Whirlwind tunes Level 3 Gladius the Midnight Sun!" A completely replay of the last summon happened this time with Gale turning into three rings and scanning over Gladius turning into three spheres.

 **[ 3 + 3 = 6 ]**

"I Synchro Summon; Level 6 Blackwing - Nothung the Starlight!" This creature was another large humanoid-like bird with shoulder pads, a cloak and a massive black and white sword. Putting its left claw on its arm, it swung around its sword as though showing off its skills before holding the sword up high.

 **Blackwing – Nothung the Starlight  
** **[ Level 6 / ATK: 2400 ]**

Rainbow Dash stared eye at the large monsters with terror. This was nothing like she had experienced with Trixie. "How… How did you do that? Yugi never told us how to summon like that!"

The figure chuckled. "Probably because he doesn't know how... Yugi and Kaiba come from a world where Synchro Monsters have yet to be invented. Let me give you a little tutorial; when you have a tuner monster, you can summon a Synchro Summon from your Extra Deck by tuning it with non-tuners and adding up their level to equal to Synchro Monster. It's basic math but of course only someone as great as me can Synchro Summon at this caliber."

"You know everything you did was basically pointless…" Pinkie finally spoke up. "Your monsters before had more total ATK than your new ones."

"SHUT UP! It makes no difference; I'll still crush Rainbow Dash!" She pointed her claw upwards at Nothung. "I activate Nothung's special ability! When this monster is successfully summoned, he deals you 800 points of damage!" Nothung held his sword into the air and fired a bolt of lightning into the sky before coming right back down on Rainbow Dash.

 **Rainbow Dash  
** **[ LP: 4000 → 3200 ]**

"But that's not the end; your monster also loses 800 ATK points!"

 **Zeradias, Herald of Heaven  
** **[ ATK: 1050 → 250 ]**

Dash quickly recovered and went back into position. "Is that all? Even with that damage you can't beat me this turn."

"You obviously have no idea what you're talking about! Nothung the Starlight attack Zeradias!" The giant blade wielding bird suddenly bolted forward towards Rainbow's monster and slashed it straight down the middle. As Dash held her right hoof up to block the wind, a yellow glow formed around her.

 **Rainbow Dash  
** **[ LP: 3200 ]**

The hooded figure recoiled back. "What the; why didn't you take any damage!?"

Rainbow Dash snickered a bit. "As long as my Sanctuary is on the field, I don't take any damage when my Fairy monsters battle. It's like Pinkie said, if you didn't combine all your monsters like you did you would have beat me in the first turn."

"You can't hide behind your little pixies forever." The figure reached out her hand and pointed at Rainbow Dash. "Blackwing Armor Master, attack her directly!" The figure's Armor Master charged forward holding its right arm back before thrusting it right towards Dash causing her to grab her chest.

 **Rainbow Dash  
** **[ LP: 3200 → 700 ]**

"Hope you liked that because there is more where that came from Rainbow Crash!" At that moment, Rainbow's eyes widened. She looked back up at her enemy and stared at her face hidden by the hood.

"You… Only ponies from Cloudsdale use that name…" Rainbow Dash released her chest and regained her composure. "I get it now… That's why you hate me and Pinkie Pie so much…" Pinkie looked over at Rainbow Dash with a confused look on her face. "There is only one pony I know who would hate Pinkie Pie so much and would know that name… Or should I say griffon…?"

Saying absolutely nothing, the hooded figure finally pulled her hood off revealing her feathered face. "Dash…"

"Gilda…" The two stared down for several moments, completely unmoving.

"Oh my gosh, Gilda!?" Pinkie screamed.

"I'm surprised it took my best friend so long to recognize me…"

"You're no friend of mine Gilda…"

"Because you abandoned me for these… LOSERS! They call you the Element of Loyalty yet you couldn't even stay loyal to your best friend!"

"That's because I grew up! I realized that you're not a real friend; you're just a bully and a jerk that only cares about friends who are cool!"

"Yeah, so? We were friends far longer; does that mean nothing to you?"

"No, not when you're being a massive jerk to everyone I care about. My new friends actually stick up for me and understand me in a way you never could!"

"Understand you!? Who understands you more than me!? I've known you since the day I moved to Cloudsdale and I know more about you then any pony!"

Rainbow Dash groaned loudly in frustration. "Gilda, you are not above this like you think you are! You don't know the meaning of loyalty!"

"You getting the Element of Loyalty was a total flub!"

"I EARNED IT FAIR AND SQUARE!"

"There is no way a traitor like you could get the Element fair. I know your kind; you believe that just because you have some kind of magical artifact that now you're the Princess of Equestria. Well you're not; you're just another worthless pony who cares about nopony but themselves! Well guess what, that pretty little Element is USELESS against me!"

Rainbow took a step back, fear filling her face. "You… You sound just like Trixie…" Gilda didn't move or respond. She just threw a card into her duel disk causing a face-down to materialize on her field. Rainbow took that as ending her turn and drew her own card. "Whatever you and Trixie have planned, we won't let you do it…" Rainbow Dash examined the card she drew and thought for a moment. A light bulb suddenly went on in your head. "Alright Gilda, let's see how you like this… I play the continuous spell card Fountain in the Sky!" A second smaller sanctuary appeared next to her first one and latched itself to her sanctuary. This had a large circular fountain with a waterfall going of the temple.

"Cute…" Gilda replied.

"And with that I summon the Shining Angel!" A new fairy appeared in front of Rainbow Dash; a tall man with a white robe, golden wings and a halo.

 **Shining Angel  
** **[ Level 4 / ATK: 1400 ]**

"Shining Angel, attack Gilda's Blackwing Armor Master!"

Gilda did a double take. "What, are you stupid?" Shining Angel elegantly flew towards Armor Master but the bird man quickly retaliated destroying him in seconds with a slash of his arm. When the monster exploded, it left behind several light particles floating the air.

"Due to the effect of my Sanctuary I take no damage, but it doesn't end there…" She pointed up to the second part of her sanctuary floating up in the air. "When my Fairy monsters are destroyed, my Fountain activates…" The light particles flew up to her fountain and the fountain began to drip water on her making Dash glow. "I can remove them from play to regain Life Points equal my destroyed monsters ATK points."

 **Rainbow Dash  
** **[ LP: 700 → 2100 ]**

"Shining Angel's ability activates now. When he is destroyed in battle, I can summon a LIGHT Attribute monster from my deck with 1500 ATK points or less." A light shot out from her deck and on to field revealing an exact duplicate of the monster she just had. "I summon another Shining Angel!"

 **Shining Angel  
** **[ Level 4 / ATK: 1400 ]**

Gilda squint her eyes a bit. "What are you planning…?"

"Shining Angel number two, attack Blackwing Armor Master!" Once again, Shining Angel charged at Armor Master only to be destroyed effortlessly and just like before, its light caused the fountain to rain down on Rainbow Dash. "Now my fountain gives me 1400 Life Points…"

 **Rainbow Dash  
** **[ LP: 2100 → 3500 ]**

"And my Shining Angel's special ability activates!" Once again, another Shining Angel flew out from her deck.

 **Shining Angel  
** **[ Level 4 / ATK: 1400 ]**

"Shining Angel number three, attack Blackwing Armor Master!" Once again, the monster attacked, was destroyed and its energy allowed the fountain to flow.

 **Rainbow Dash  
** **[ LP: 3500 → 4900 ]**

Gilda's eye grew wide and she let out a growl. "You little CHEAT!"

Rainbow Dash grinned. "So you figured out my strategy huh?"

"You allowed all your monsters to suicide on purpose just so you could keep regaining your Life Points!"

"Bingo, who's the smart one now?"

Gilda scoffed. "Take all the Life Points you want, it isn't going to matter in the end when I destroy you!"

"In that case…" Dash motioned her hoof at the field. "I use Shining Angel's special ability!" Another light flew from her deck and onto the field. This time it was a large orange ring. "Since I already used all my Shining Angels, my Nova Summoner will take its place."

 **Nova Summoner  
** **[ Level 4 / ATK: 1400 ]**

"Nova Summoner, attack Blackwing Armor Master!"

"Are you kidding me!?" Nova Summoner charged at Armor Master and was promptly destroyed like the Angels before it and like before, its light charged up her fountain.

 **Rainbow Dash  
** **[ LP: 4900 → 6300 ]**

"Nova Summoner's effect activates when it's destroyed!"

Gilda groaned in frustration. "Let me guess… It lets you summon another copy of itself…?"

"You're catching on; Nova Summoner can bring a Fairy monster with 1500 ATK or less from my deck to the field." With that, another light came from Rainbow Dash's and materialized another Nova Summoner.

 **Nova Summoner  
** **[ Level 4 / ATK: 1400 ]**

"Nova Summon, you know what to do!" Like before, the cycle repeated again with her monster being destroyed and it restoring her Life Points.

 **Rainbow Dash  
** **[ LP: 6300 → 7700 ]**

"I think that's enough for now… I use Nova Summoner's special ability to summon a third Nova Summoner to the field in defense mode." The ring monster reappeared on the field and took on a blue color.

 **Nova Summoner  
** **[ Level 4 / DEF: 900 ]**

"Now even if you destroy my Nova Summoner, I can use its special ability to summon a different monster from my deck and protect my Life Points…" Rainbow Dash slid a single card into her disk. "I'll throw down a face-down and end my tu-"

"NO, YOU DON'T!"

Rainbow Dash jerked back. "What?"

For a moment, a flash of red could be seen in Gilda's eyes as she motioned her card. "I play the continuous trap; Drain Force Draw!" Gilda's face-down flipped up to reveal a trap. "Since your Life Points are higher than they were at the start of this turn, this trap card allows me to draw 1 card for every 2000 Life Points that you gained this turn!"

"Uh oh!" Pinkie Pie yelled. "You gained a lot of Life Points this turn!"

"7000 to be exact; that means I get to draw 3 new cards!" Gilda swiftly drew the cards from her deck. "However I take 400 points of damage for each card I draw from this effect…" Gilda's trap card suddenly shot a bolt of lightning at Gilda who took the blast fairly well.

 **Gilda  
** **[ LP: 4000 → 2800 ]**

Rainbow Dash and Pinkie Pie gasped simultaneously. "That's not all my card does however, as long as Drain Force Draw is on my field, I can draw a card every time you recover Life Points, so long as I give up 400 points in return." Gilda suddenly laughed into the air. "Go on; keep increasing your Life Points. The more you do the more cards I get!" She continued to laugh. "You're lucky my trap can only be played at the end of the turn or else I would have drawn a lot more cards."

Rainbow Dash took a step back. "You… Do your worst, your trap doesn't scare me!"

Gilda just grinned and drew her card. "You're going to regret those words… I summon Blackwing Bora the Spear!" Another bird appeared in front of Gilda, this time humanoid-like one with a red-feathered head, yellow hair-like feathers on its head and a massive drill in its right arm.

 **Blackwing – Bora the Spear  
** **[ Level 4 / ATK: 1700 ]**

"Bora the Spear, attack Rainbow Dash's Nova Summoner!" Bora lunged forward aiming its drill at Rainbow's monster. "When this monster attacks a monster in defense position, it inflicts piercing damage!"

Rainbow Dash grinned this time. "Not like it matters, I can't take damage thanks to my field spell…"

Gilda grinned back. "I activate the quick-play spell Mystical Space Typhoon!" A vortex of wind formed around the sanctuary and slowly it started breaking apart. "This card destroys one spell or trap card on the field so your Sanctuary is no more!" The sanctuary finally collapsed in a pile of rubble behind and promptly vanished. Gilda's monster finally finished its attack and speared right throw Rainbow's Nova Summoner making it explode.

 **Rainbow Dash  
** **[ LP: 7700 → 6900 ]**

Rainbow Dash stood her ground against the explosion. "My field spell may be gone but I still have my other cards. Not only does my fountain will give me an extra 1400 Life Points but my Nova Summoner allows me to summon another monster to replace it." First her monster powered her fountain causing it to rain down on her.

 **Rainbow Dash  
** **[ LP: 6900 → 8300 ]**

After that a light shot out from her deck onto the field; this time it was another angel-like creature with a blue robe and large white wings. "I summon a monster known as Honest."

 **Honest  
** **[ Level 4 / DEF: 1900 ]**

Gilda tapped her index finder to the side of her head. "Did you forget about my trap card!? Every time your Life Points increase I can draw a card for 400 Life Points." The griffon drew another card from her deck and was lightly zapped by her trap card.

 **Gilda  
** **[ LP: 2800 → 2400 ]**

Gilda didn't see it but Rainbow Dash grinned. _'At this rate she is going to drain all her own Life Points away herself. This will be easy!'_

Gilda regained her composure from the card that shocked her. "Now then… I'll have my Nothung attack Honest!" Nothung lunged forward this time raising his sword overhead. He flew above Honest and came down slashing it in half and making it explode.

"My fountain restores my Life Points again!" The fountain rained on her like before.

 **Rainbow Dash  
** **[ LP: 8300 → 9400 ]**

"And my trap card lets me draw again!" Gilda replied drawing her card.

 **Gilda  
** **[ LP: 2400 → 2000 ]**

"I told you, gain all the Life Points you want. It won't make a difference, especially now that you're wide open for a direct attack!" Blackwing Armor Master shifted his stance. "Armor Master now has a straight shot at your Life Points, go!" The armored bird lunged forward stabbing Rainbow Dash in the same manner as before but this time she just shrugged the damage off.

 **Rainbow Dash  
** **[ LP: 9400 → 6900 ]**

"You've managed to give your Life Points a boost but at this rate you won't last long… I'll destroy you and everything you love!" Gilda threw a card into her duel disk making it appear on the field. "I'll throw down a set card and end my turn!"

Rainbow Dash said nothing; she just looked down at the ground. "Gilda… Tell me something…" Gilda didn't reply, she just stood her ground looking at Rainbow Dash. "What kind of garbage did this Master of yours put in your head?" Gilda's expression instantly changed to that of worry and took a step back. "According to Trixie there is some kind of master involved and I know that isn't you…"

"Master… She offered me a chance…" Rainbow's face hardened, trying to listen to her words. "She gave me a chance to destroy the one who gave me false hope…"

Rainbow gasped and took a step back. "False… Hope…?"

Gilda closed her eyes. "You… You actually gave me hope that I could be someone and that friends were real… I'm a griffon, there is no so such thing as friendship where I come from; we are some of the greediest jerks in Equestria. When I first met you in Cloudsdale, I was just a shy little fledgling and you offered your hoof in friendship… Then those ponies STOLE IT AWAY!" Gilda suddenly opened her eyes with the most horrifying death glare Rainbow Dash had ever seen.

"Those… Those eyes…"

"You ponies are all the same! You spread the word of friendship and go around acting like your saints, but YOUR NOT! Friendship is nothing but false hope that leads to disappointment and I plan to eradicate that starting with you two; the one who stole my friendship and the one who allowed it to be stolen!"

"Gilda, I didn't mean to steal Rainbow from you!" Pinkie called. "I would never intentionally hurt a friend and my friend's friends are my friends!"

"Shut… UP! You were never my friend and never will be!"

"They messed you up in the head Gilda!" Rainbow replied. "Pinkie Pie didn't steal me from you, it was your own fault our relationship was broken. It was your choice to treat my friends like trash and I won't allow it. Don't let them mess up your head like they did Trixie, we aren't the bad guys here!"

Gilda just snickered to herself. "Trixie… Like I would ever compare myself to that excuse for flesh…" Rainbow Dash took another step back. "Trixie is driven by her angst and sadness; having the one she loved the most torn away from her. She is an emotional wreck that can't even live her own life without being acknowledged…" Gilda reached out her right claw and clenched it into a fist. "I'm doing this because friendship is nothing but a joke and must be destroyed!" The griffon then unclenched her fist and pointed at Rainbow Dash. "You two stole my pride and honor and that is what drove Master to me. The pink spaz could have fought her own battle but like the best friend you are you had to defend her and once I beat you, you will have to live with the burden of failing her forever… That… Is why friendship is garbage…"

Rainbow Dash had her eyes closed now and said nothing. She simply placed her hoof on deck. "It's my… TURN!" She drew the card with all her might creating a powering gale in front of her. "I will never allow you to hurt my friends!" She slammed her card into her duel disk as hard as she could. "I play Memories in Ruins! By banishing a field spell from my graveyard, I'm allowed to draw 2 cards, but I'm now allowed to play any field spells this turn!" She drew two more cards just as roughly as the last card, afterwards her face-down flipped up. "Now I play Miraculous Descent! This card allows me to summon any of the Fairy monsters I previously banished! Return to me Honest!" A beam of light came from the sky and Rainbow Dash's Honest floated down back onto the field.

 **Honest  
** **[ Level 4 / ATK: 1100 ]**

"That monster won't help you…"

Rainbow Dash suddenly made a horizontal motion with her right hoof. "I activate Honest's special ability!" Honest started glowing slowing turning into pure light before hopping into Rainbow Dash's hoof. "It has the ability to return directly to my hand. Next, I play a continuous spell card…" As Rainbow Dash slammed her card into a duel disk, a large podium appeared behind her with two large walls with curtains on the sides. "Valhalla, Hall of the Fallen. This allows me to special summon a Fairy type monster from my hand as long as there are no monsters on my field." She once again slammed another card onto her duel disk. "I summon Airknight Parshath! This monster normally requires a sacrifice but Valhalla lets me summon it without sacrificing another monster!" A large centaur appeared in front of Rainbow Dash with a blue and gold armor, several white wings and carrying a sword and shield.

 **Airknight Parshath  
** **[ Level 5 / ATK: 1900 ]**

Gilda smirked. "Another pitiful monster…"

"It's still more than a match for your Bora the Spear!" Rainbow's monster reared back letting out a battle and charged towards Gilda's smallest bird.

Gilda's smirk suddenly turned into a maniacal smile. "I activate the trap Sonic Guard from my hand!"

"You're activating a trap card from your hand!?"

"While I control 2 or more Blackwing monsters, this trap allows one of my other Blackwing monsters to take the hit instead of my Bora!" Blackwing Armor Master quickly flew in the pathway of Airknight's attack and blocked Bora. "My trap also gives my Armor Master a power boost, increasing his ATK equal to Bora's ATK points!" A whirlwind of feathers spiraled around the two birds creating a tornado-like shield them.

 **Blackwing Armor Master  
** **[ ATK: 2500 → 4200 ]**

"Not only are you taking a huge chunk of damage but come next turn I will have a straight shot at your Life Points!" Rainbow Dash didn't respond. "What's wrong; too scared to admit you failed?"

A glimmer of light flickered in Rainbow Dash's eye. "I activate Honest's effect from my hand!" As Rainbow slammed the Honest card into her graveyard, a bright light engulfed Airknight Parshath. "By sending Honest from my hand to the graveyard, my Airknight Parshath gains your monster's ATK points!"

 **Airknight Parshath  
** **[ ATK: 1900 → 6100 ]**

"6100 ATK points!?"

"Go, Airknight Parshath, destroy her Blackwing Armor Master!" Rainbow's monster charged at Armor Master and let out a powerful diagonal slash across its crest causing a massive explosion. Gilda held her up right claw to block the gale force of the explosion.

 **Gilda  
** **[ LP: 2000 → 100 ]**

"I'm still in this game!"

"That is where you're wrong; I activate the spell card Rage of the Archlord! When a Level 5 or higher Fairy monster on my field destroys your monster in battle, this card blasts you with 2000 points of damage!" Rainbow Dash slammed the card into her spell and trap zone with all her might. "THIS ENDS NOW!"

 ***ERROR***

Rainbow was cut off guard by a sudden loud buzzing sound emitting from her duel disk. "Wha-What!? Error!?" Her duel disk was flashing between a red X and the word "Error" printed in red. Before she could ask anything else, she heard a faint laughter from behind the explosion cloud. The smoke cleared to reveal Gilda laughing maniacally like earlier and worst of all, her Blackwing Armor Master was still standing.

"Surprised?"

"How did Armor Master survive!? You didn't activate your face-down card!"

"I didn't need to, Blackwing Armor Master can't be destroyed in battle and since you didn't destroy it, your spell card doesn't work."

"No…" Rainbow Dash lowered her head. "I was so close!"

"It's ok Dashie, you did your best…"

The pegasi looked down at the now worthless card in her hand when she suddenly remembered something. "When Airknight Parshath inflicts damage to your Life Points, I'm allowed to draw 1 card!" She drew the card with all her might and turned it over so she could see. _'Lumenize; that card lets me negate one attack and have my monster gain the negated monster's ATK… I can still do this!'_ With a flick of her wrist, she put her trap card in the duel disk. "I'll throw down a face-down and end my turn!"

"Try what you want, it won't matter… You have no chance… You never had a chance!" Gilda held her right claw high and a black light engulfed it. "My turn, I DRAW!" As Gilda drew her card, it left a trail of black fire behind it. "You still haven't noticed my Blackwing Armor Master's special ability and now's the time to unleash it!"

Rainbow Dash took a step back. "Special ability? What about not being destroyed in battle?"

"That is only one of its effects; its other effect is triggered when it battles another monster. Take a look at your Airknight Parshath…"

Rainbow Dash looked up at her monster. At first she saw nothing but then her eyes quickly gravitated to the small black metal stake in its shoulder. "What is that?"

"That is what's known as a wedge counter, Armor Master leaves that behind on any monster it fails to destroy." The griffon then pointed upward at the wedge. "And since your monster has a wedge counter, Blackwing Armor Master has the ability to take away ALL of its ATK points!" The wedge within Parshath suddenly vanished causing the monster to kneel down in pain.

 **Airknight Parshath  
** **[ ATK: 1900 → 0 ]**

"No!"

"And I'm not done yet, I play Monster Reborn!" The purple graveyard portal opened up and a large humanoid Blackwing flew out on to the field.

 **Blackwing – Sirocco the Dawn  
** **[ Level 5 / ATK: 2000 ]**

Gilda closed her eyes. "I bet your wondering why I brought Sirocco back…? Lucky for you none of my monsters are tuners so I can't Synchro Summon…" She suddenly opened her eyes again with a flash of red. "Unlucky for you my Sirocco has a special ability!" She raised her claw and each of her Blackwings started to emit a strong vortex around them. The strong wings all flew up into the air and crashed down on Sirocco the Dawn. "Sirocco has the ability to absorb all the ATK points of my other Blackwings!"

 **[ 2000 + 2500 + 2400 + 1700 = ATK: 8600 ]**

 **Blackwing – Sirocco the Dawn  
** **[ ATK: 2000 → 8600 ]**

"WOWIE!" Pinkie Pie screamed. "That is a lot of ATK points!"

Gilda then placed her right claw on her waist. "As much as I would love to just slaughter you with my whole army of monsters, Sirocco's effect prevents anyone other than himself from attacking when he uses this effect… However…" Rainbow didn't like the look Gilda was giving her. "Blackwing Armor Master… Blackwing - Nothung the Starlight… Blackwing - Bora the Spear…" The three monsters all lined up in front of her and she called them. As she held up a card in her hand emitting a powerful glow, the three birds were sucked into the sky as beams as light. Suddenly, a gigantic lightning bolt followed after striking the middle the field. "I summon the Egyptian God, Slifer the Sky Dragon!" Gilda took the card and slammed it down onto her duel disk. The sky above them was parted by a massive beam of light and a new monster descended. The large red dragon was coiled around in the sky giving off a near endless length. It stuck its head and arms out from the clouds and roared into Rainbow Dash's face.

 **Slifer the Sky Dragon  
** **[ Level 10 / ATK: 1000 ]**

Rainbow Dash took a couple steps back with sweat beating down her face. "Your monster may be big but its stats kind of suck. It wouldn't matter anyway since Sirocco the Dawn prevents you from attacking with it."

Gilda chuckled to herself. "Didn't you learn anything from Trixie? The god cards are nothing in comparison to our real weapon…" Gilda held up another card in her hand and revealed it to Rainbow Dash; the pegasi lost all color in her face when she saw it. Gilda grabbed the shoulder of her hood and tore the entire robe off ripping it to shreds. Now with her wings free, Gilda flew up and hovered several feet in the air. "I sacrifice Sirocco the Dawn and Slifer the Sky Dragon in order to summon my ultimate beast!" The two monsters did a very familiar motion, swirling into the air creating a dark funnel into the sky. A large black lightning bolt came down and struck Gilda where she flew. Gilda had her arms outstretched and screeched into the air being overtaken by the power she was now filled with. The two lightning bolt shaped marks burned into her forehead and leaked into the purple eyeliner Gilda naturally had creating a large black circle around her eye. She also stretched out her wings which were quickly overtaken by a black color from the tips of her feathers leading all the way down to the base of her wings. She finally came down and hit the ground with a thud, opening her blood red eyes. "Oh yeah, now THIS is real power!"

"Be careful Dashie!" Pinkie cried. "Remember what happened to Twilight when Trixie played that card!?"

"Yeah, anything that monster does is real…"

Gilda chuckled to herself again. "Witness the glory that is Iseris, Destroyer of Harmony!" As Gilda slammed the card into her disk, her shadow stretched outward behind her before pulling itself off the ground; however this version was significantly larger then Trixie's version. With Trixie it was about three times her height, this one was at least ten times her size and roared with black flames

 **Iseris, Destroyer of Harmony  
** **[ Level 10 / ATK: 9100 ]**

More sweat fell down Rainbow's face. "What in Equestria? Why does it have so many ATK points!? Trixie's only had 3000!"

"The reason is simple moron. Iseris's ATK strength is determined by the ATK of the DARK monster used to summon it plus an extra 500. Sirocco had 8600 points so Iseris has a grand total of 9100!" Rainbow Dash took a couple steps back before hearing some loud hoof steps come in from behind her. She turned around to find the Pharaoh and Princess Celestia were now arriving on the scene.

"Oh no!" Yami yelled. "She already summoned Iseris!"

"Well, look at who decided to show up… You're too late; nothing you can do can stop me now!" Gilda simply grinned and made a horizontal sweep with her right arm. "I activate my face-down card!" Gilda's face-down card flipped up and started to glow. "Remember how Sirocco's ability prevented my other monsters from attacking? Well my monster has to attack now!"

"WHAT!?"

"Last Assault forces my monster to attack this turn ignoring any effects that prevent them from doing so! It also prevents you from activating any cards or effects when I attack!" A bolt of lightning suddenly shot out from Gilda's card and struck Rainbow's face-down turning it photo-negative. Rainbow's eyes went wide as though staring into the eyes of death itself; Pinkie Pie had nothing to say either. "It's been fun, but all good things must come to an end… ISERIS, ATTACK!" Using its wings, Iseris conjured up a black flaming tornado, launching it at Rainbow Dash. Several ponies in the watching crowd start to cry and panic.

"Oh dear Celestia!" Mrs. Cake cried. As soon as the tornado made contact, Rainbow Dash started screaming in absolute agony; her voice reaching a pitch in which rivaled Rarity. She was feeling pain like nothing she had ever felt before; it was like being hit by a thousand lightning bolts. After what felt like an eternity, the tornado finally dissipated. Everyone watched as the smoke cleared. Standing there on her hind legs was Rainbow Dash. Nearly half of her body was charred black and her eyes were rolled into the back of her head. She had her mouth open, breathing heavily, pumping her chest back and forth with every painful agonizing breath. Then she began to tilt forward...

"RAINBOW DASH!" Pinkie screamed.

Rainbow Dash kept falling and falling and falling. A million thoughts were going through her head. _'I failed... I failed Yugi, I failed Twilight... I failed Pinkie Pie..._ ' These thoughts were causing tears to come to her eyes. _'l failed all of you... I'm... A failure.._.' She hit the ground with a thud.

 **Rainbow Dash  
** **[ LP: 6900 → 0 ]**

Gilda couldn't help but start laughing "When you mess with me, expect to get messed up..." Then Gilda turned her attention to Pinkie. "Since you lost that means it's time to pay up!"

No idea what to do, Mr. and Mrs. Cake banged on the barrier keeping them away from the pink mare. "Stay away from her!" Mr. Cake yelled.

Gilda snickered "Too bad, a bet is a bet and I need to collect…" Gilda walked on by Rainbow Dash and closed in on Pinkie Pie who was being pushed back against the barrier. Pinkie Pie turned back and looked at the Cakes with a look of fear they have never seen in her before. Before she could turn back, Gilda's claw had wrapped around her neck and lifted her into the air.

"You… *gasp* don't have to do this…"

Gilda leaned in close and looked her in the eyes. "Yeah, I kind of do…" Right below Pinkie Pie, a strange black hole like portal opened up in the ground. It was letting out a small series of sparks that zapped her hooves. "Sayonara dweeb…" Gilda released Pinkie Pie's neck letting her fall into the miniature black hole. Her legs were suddenly dissolved into black particles which were all being sucked in.

"RAINBOW DASH!"

"Pinkie… Pie..." Rainbow Dash could only watch as her best friend evaporated into nothing and was pulled into the black abyss. The pink earth pony held out a hoof hoping somepony would grab her but nothing came. Her hoof was sucked in as well and with a flash, the portal vanished leaving a black mark on the ground like seen at Sweet Apple Acres.

"Hmm..." Gilda took a few steps up to Rainbow Dash, inspecting the damage. She looked down upon her defeated ex-best friend. "Loyalty is a bitch isn't it?" Suddenly, Gilda socked Rainbow right in the gut with her right claw, knocking her on to her back. She then followed to grab Rainbow by the mane and hold her right up to her face; nose to beak. Rainbow Dash's expression was one of total fear and it made Gilda feel wonderful. Her eyes were shaking violently and were covered in tears. "Let this be a lesson to you..." Using her mane like a handle, Gilda turned around and chucked Rainbow Dash's motionless body directly at the Cakes. Before she could hit the barrier, the Cakes split apart allowing Rainbow's body to shatter the barrier like glass and fly right between them. The mare bounced like a rag doll before rolling over and stopping on her face. "Never… Screw… With ME!" Gilda flapped her wings and shot off into the air into before anypony could stop her.

With the barrier gone, everypony ran over to help Rainbow Dash; the Cakes were the first to get to her. Mr. Cake used his nose to pick up Rainbow Dash and put her on his back. "Don't worry Princess; I'll take her to the hospital." Mr. Cake ran off with his wife in tow.

Tears were streaming down Celestia's eyes as she watched the mare be carried away. "Rainbow Dash… Pinkie Pie… I'm so sorry…"


End file.
